Common use of GUARANTOR’S WARRANTIES Clause in Contracts

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in compliance with all laws either Texas Business and regulations applicable Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its organizationdebts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, existence the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and transaction Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Lender that: : (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has has, as of the date hereof, established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of its obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder hereunder, and Lender has made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously heretofore delivered to Lender are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present and accurately represent the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred as of the date hereof in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent”, as that term is defined in compliance with all laws either Texas Business and regulations applicable Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to its organizationpay Guarantor’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of Guarantor’s assets. Notwithstanding the foregoing, existence the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and transaction Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (ef) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; . Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (fformerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) Guarantor is in compliance with all laws and regulations applicable or other FASB standards allowing entities to its organizationelect fair value option for financial liabilities. Therefore, existence and transaction the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (ef) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Nevada Revised Statutes §112.160 or Section 101 of the federal Bankruptcy Code, or otherwise rendered unable to executepay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, deliver the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and perform its obligations under Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the Loan Documents and Other Related Documents, and such obligations amount of liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that: , as of the date hereof: (a) Lender Lenders would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Administrative Agent or any Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Administrative Agent or any Lender obtains other collateral or any other guaranties from others or takes any other action contemplated by Guarantor; and (cd) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent and Lenders, on a continuing basis, financial and other information pertaining to Borrower's financial condition, the Property and Borrower's activities relating thereto and the status of Borrower's performance of obligations imposed by under the Loan DocumentsDocuments and any Swap Agreement with Administrative Agent or any Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder hereunder, and neither Administrative Agent nor any Lender has made no a representation to Guarantor as to any such matters; . Guarantor further warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that: (d1) the most recent financial statements of Guarantor previously heretofore or hereafter delivered to Lender Administrative Agent are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable otherwise in form consistent with the financial statements required to Lender) be delivered under the Taubman Credit Facility), fairly and fairly present accurately represent the financial condition of Guarantor as of the respective dates thereof, and no material adverse change Material Adverse Change has occurred in the financial condition of Guarantor since the respective dates thereof; (e2) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; and (f3) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered "insolvent", as that term is defined in compliance with all laws Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor's debts as the same mature and regulations applicable will not have thereby undertaken liabilities in excess of the present fair value of Guarantor's assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to its organizationthe carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, existence The Fair Value Option for Financial Assets and transaction Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property, the progress of construction of the Improvements, and the status of Borrower's ’s performance of its obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (ef) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; . Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (fformerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) Guarantor is in compliance with all laws and regulations applicable or other FASB standards allowing entities to its organizationelect fair value option for financial liabilities. Therefore, existence and transaction the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make enter into the Loan Transaction Documents but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, condition and the status of Borrower's performance of obligations imposed by under the Loan Transaction Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor has the capacity and is in compliance with all laws legally competent to enter into this Guaranty and regulations applicable the other Transaction Documents to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documentswhich Guarantor is a party; (g) Guarantor Borrower is authorized the successor by merger to, and has succeeded to executeall of the obligations, deliver debts and perform its liabilities of, Hyseq, Inc., a Nevada corporation, including without limitation the obligations of Hyseq, Inc. under the Loan Original Transaction Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor(as defined in the Amendment to Termination Agreement); (h) Guarantor has delivered to Lender all formation and organizational documents not made any direct or indirect (whether by operation of Guarantorlaw or otherwise) disposition, and assignment, sublease, conveyance or other transfer of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of its obligations under the aforementioned formation or organizational documentsOriginal Transaction Documents; (i) this Guaranty and the other Transaction Documents to which Guarantor is a party are legal, valid and binding upon Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entityare enforceable in accordance with their terms; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against GuarantorGuarantor will benefit from the transactions contemplated hereunder and under the other Transaction Documents; and (k) all financial statements Guarantor has not done and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding is not contemplating taking any of the above, including, without limitation, credit reportsfollowing actions: (i) making a general assignment for the benefit of creditors; (lii) there has been no material adverse change filing any voluntary petition in bankruptcy or suffered the financial condition filing of Guarantor since an involuntary petition by its creditors; (iii) suffering the dates appointment of a receiver to take possession of all, or substantially, all of its assets; (iv) suffering the latest financial statements furnished attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitting in writing to Lender andits inability to pay its debts as they become due; or (vi) making an offer of settlement, except as otherwise disclosed extension or composition to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissionits creditors generally.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender the Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless that have not been satisfied as of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantorthe date hereof; (cd) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent or the Lenders, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of its obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and neither Administrative Agent nor any Lender has made no any representation to Guarantor as to any such matters; (de) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (f) Guarantor has the full limited liability company power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite limited liability company action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (g) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or limited liability company restriction that would be reasonably likely to have a Material Adverse Effect; (h) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Guarantor is subject; (i) intentionally deleted; (j) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (k) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Guaranty; (l) no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Guaranty; (m) this Guaranty constitutes a valid, legal and binding obligation of Guarantor, enforceable against it in accordance with the terms hereof subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (n) intentionally deleted; (o) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in the Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (p) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles GAAP or International Financial Reporting Standards as of the date of the applicable statement consistently applied (or other principles acceptable to LenderAdministrative Agent) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; . Notwithstanding the use of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 8▇▇-▇▇-▇▇ (eformerly known as FAS 159, The Fair Value Option For Financial Assets and Financial Liabilities) Guarantor has not and will notor other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, without the prior written consent amount of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender the Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that: : (a) Lender Lenders would not make the Loan nor enter into any Interest Rate Protection Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Interest Rate Protection Agreement between Borrower and a Lender (as applicable) in connection with the Loan and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent and/or Lenders, on a continuing basis, financial and other information pertaining to Borrower's ’s or Operating Lessee’s financial condition, the Property and Borrower’s and Operating Lessee’s activities relating thereto and the status of Borrower's ’s performance of obligations imposed by under the Loan DocumentsDocuments and any Interest Rate Protection Agreement with a Lender in connection with the Loan, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder hereunder, and Lender has Administrative Agent and Lenders have made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously heretofore or hereafter delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent) and fairly present and accurately represent the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (ef) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized has the requisite legal power and authority to execute, deliver and perform its obligations under the Loan Documents and Other Related Documentsthis Guaranty, and the execution, delivery and performance thereof, and the consummation of the transactions contemplated thereby, have been duly authorized by all requisite action of Guarantor and no other proceedings or authorizations on the part of Guarantor are necessary to consummate such obligations shall be valid and binding obligations of Guarantortransactions; (h) this Guaranty has been duly executed and delivered by Guarantor has delivered to Lender all formation and organizational documents constitutes the legal, valid and binding obligation of GuarantorGuarantor and is enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization or similar law of general application affecting the rights and remedies of creditors, and of all Guarantorsmoratorium laws from time to time in effect, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered except to Lender. Guarantor shall immediately provide Lender with copies the extent the availability of any amendments or modifications equitable relief may be subject to the discretion of the aforementioned formation or organizational documentscourt for which any proceeding therefor may be brought; and (i) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent”, as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor's execution’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of Guarantor’s assets. Notwithstanding the foregoing, deliverythe calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and performance under the Loan Documents and Other Related Documents do not: (aFinancial Liabilities) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict withFASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order accretion of any court premium or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender Administrative Agent may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. As an express inducement to the Lender to extend credit or otherwise to provide financial accommodations to, or on behalf of, the Borrower, Guarantor represents and warrants and acknowledges that: to the Lender as follows: (a) Lender would not make as of the Loan but for date of this Guaranty, the aggregate fair saleable value of such Guarantor’s assets exceeds the aggregate amount of such Guarantor’s liabilities; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by is meeting Guarantor’s current liabilities as they mature; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered most recently furnished to the Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's executionare true, deliverycorrect and complete in all material respects, and performance under the Loan Documents and Other Related Documents do not: (aii) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent reflect the financial condition of the subject thereof and have been prepared (except Guarantor as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, date shown on such statements (including, without limitationin the notes thereto, credit reports; all material contingent liabilities), and (liii) since the date of such financial statements, there has been no material adverse change effect; (d) there is neither pending, nor to the best knowledge of such Guarantor, threatened, any investigation, litigation or administrative proceeding affecting such Guarantor that could reasonably be expected to result in a material adverse effect; (e) there are no unappealed, undischarged judgments of record against such Guarantor, no federal or state tax liens have been filed or, to the best knowledge of such Guarantor, threatened against such Guarantor, nor is such Guarantor in default or claimed default under any agreement for borrowed money or under any guarantee of any such agreement other than any default or claimed default which could not reasonably be expected to have a material adverse effect; (f) Guarantor has independently investigated and is fully informed respecting the current financial condition and/or business affairs of the Borrower and has adequate means to obtain such information in the future; (g) Guarantor has not relied upon, and is not now relying upon, the Lender to provide Guarantor, now or in the future, with any information in the Lender’s possession concerning the financial condition of Guarantor since the dates and/or business affairs of the latest financial statements furnished to Lender andBorrower, except as otherwise disclosed to Lender in writingthe Obligations, or any collateral securing repayment of the Obligations; (h) Intentionally Deleted ; (i) Guarantor has not entered into any material transaction which is not disclosed in such derived, or expects to derive, from the Obligations incurred and to be incurred by the Borrower, financial statementsor other benefits commensurate with the liability incurred by Guarantor hereunder; and (mj) all reports, documents, instruments, information and forms of evidence delivered Guarantor is not relying upon the Lender to Lender concerning make any credit facilities or other financial accommodations available to the Loan or security for the Loan or required Borrower other than as contemplated by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissionAgreement.

GUARANTOR’S WARRANTIES. Guarantor warrants Guarantors warrant and acknowledges acknowledge that: : (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (c) Guarantor has Guarantors have established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, condition and Borrower's activities relating thereto and the status of Borrower's performance of obligations imposed by under the Loan Documents, and Guarantor agrees Guarantors agree to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's Guarantors’ risks hereunder and Lender has made no representation to Guarantor Guarantors as to any such matters; (d) the most recent financial statements of Guarantor Guarantors previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor Guarantors as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor Guarantors since the respective dates thereof; (e) Guarantor has Guarantors have not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's Guarantors’ assets, or any interest therein, other than in the ordinary course of Guarantor's Guarantors’ business; and (f) Guarantor Guarantors are not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in compliance with all laws 740 ILCS Section 160/3 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and regulations applicable will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to its organizationthe carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, existence The Fair Value Option for Financial Assets and transaction Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents and acknowledges that: to Agent that as of the date hereof: (a) Lender Lenders would not make the Loan nor enter into any Derivatives Contract with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Derivatives Contract between Borrower and Agent or any Lender, and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than LenderAgent, on a continuing basis, financial and other information pertaining to Borrower's Borrowers’ financial condition, the Properties and Borrowers’ activities relating thereto and the status of Borrower's Borrowers’ performance of obligations imposed by under the Loan DocumentsDocuments and any Derivatives Contract with Agent or any Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder hereunder, and neither Agent nor any Lender has made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously delivered to Lender Agent are true and correct in all respectsmaterial respects as of the date thereof, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAgent) and fairly present and accurately represent in all material respects the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (ef) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered "insolvent", as that term is defined in either 740 ILCS 160/3 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor's debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of Guarantor's assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Agent may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports. Guarantor agrees to keep adequately informed, from its own means of obtaining from sources other than Agent, on a continuing basis, financial and other information pertaining to Borrowers’ financial condition, the Properties and Borrowers’ activities relating thereto and the status of Borrowers’ performance of obligations under the Loan Documents, of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder. Guarantor has not and will not, without the prior written consent of LenderAgent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants makes the following representations and acknowledges thatwarranties to Beneficiary: (a) Lender would not make the Loan but for (i) this GuarantyGuarantee is executed at Beneficiary’s request; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (eii) Guarantor has not and will not, not without the prior written consent of LenderBeneficiary, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; and (iii) Guarantor has adequate means of obtaining from Counterparty on a continuing basis financial and other information pertaining to Counterparty’s financial condition without relying on Beneficiary therefor; (b) Guarantor agrees to keep adequately informed from such means of any facts, other than events or circumstances which Guarantor consider material or which might in any way affect Guarantor’s risks hereunder. With respect to information or material acquired in the ordinary normal course of Beneficiary’s relationship with Counterparty, Guarantor agrees that Beneficiary shall have no obligation to disclose such information or material to Guarantor's business; ; (fc) Guarantor is a [ ], duly organized, validly existing and in compliance with all good standing under the laws and regulations applicable to its organizationof the State of [ ], existence and transaction of business and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Guarantee and effect the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Guarantee; (d) the execution, delivery and performance by Guarantor of this Guarantee and has been duly authorized by all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documentsaction, and such obligations shall be valid do not and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have will not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws Guarantor’s managing member or equity holders or other document; Person other than that which has been obtained; (be) the execution and delivery of this Guarantee and the fulfillment of and compliance with the provisions of this Guarantee do not and will not conflict with, with or constitute a breach of or a default under, any of the terms, conditions or permit the acceleration provisions of obligations under any agreementfederal, contractstate and local laws, leasestatutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any federal, state, local or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinancegovernmental authority, or any order organizational documents, agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Guarantor is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing or result in or require the creation or imposition of any court lien or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, encumbrance upon any of the properties or proceedings pending, or to Guarantor's knowledge threatened, against assets of Guarantor; and (kf) all financial statements this Guarantee constitutes the legal, valid and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition binding obligation of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) Guarantor enforceable in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender andits terms, except as otherwise disclosed such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to Lender or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in writing, Guarantor has not entered into any material transaction which is not disclosed a proceeding in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan equity or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissionat law.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; . Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (fformerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) Guarantor is in compliance with all laws and regulations applicable or other FASB standards allowing entities to its organizationelect fair value option for financial liabilities. Therefore, existence and transaction the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Lender that: : (a) Lender would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of obligations imposed by under the Loan DocumentsDocuments and any Swap Agreement with Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder hereunder, and Lender has made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously heretofore or hereafter delivered to Lender (i) are true or will be materially complete and correct in all respectscorrect, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03ii) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) present fairly and fairly present accurately the financial condition of Guarantor as of the respective dates thereof, and (iii) are or will be prepared in accordance with the same accounting standards used by Guarantor to prepare the financial statements delivered to and approved by Lender in connection with the making of the Loan, or other accounting standards approved by Lender, and since the date of such financial statements, there has been no material adverse change has occurred in the such financial condition of Guarantor, nor has any asset or property reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered which would have a Material Adverse Effect except as previously disclosed in writing by Guarantor since the respective dates thereofto Lender; (ef) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of ’s business and has all necessary rights and powers subject to guaranty as contemplated by the Loan DocumentsPermitted Transfers; (g) Guarantor is authorized not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent”, as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to execute, deliver pay Guarantor’s debts as the same mature and perform its obligations under will not have thereby undertaken liabilities in excess of the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations present fair value of Guarantor’s assets; and (h) Guarantor has delivered the calculation of liabilities in any such financial statements do NOT include any fair value adjustments to Lender all formation the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and organizational documents Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities; and therefore, the amount of Guarantorliabilities is the historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Lender that: : (a) Lender would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of obligations imposed by under the Loan DocumentsDocuments and any Swap Agreement with Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder hereunder, and Lender has made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously heretofore or hereafter delivered to Lender (i) are true or will be materially complete and correct in all respectscorrect, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03ii) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) present fairly and fairly present accurately the financial condition of Guarantor as of the respective dates thereof, and (iii) are or will be prepared in accordance with the same accounting standards used by Guarantor to prepare the financial statements delivered to and approved by Lender in connection with the making of the Loan, or other accounting standards approved by Lender, and since the date of such financial statements, there has been no material adverse change has occurred in the such financial condition of Guarantor, nor has any asset or property reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered which would have a Material Adverse Effect except as previously disclosed in writing by Guarantor since the respective dates thereofto Lender; (ef) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of ’s business and has all necessary rights and powers subject to guaranty as contemplated by the Loan DocumentsPermitted Transfers; (g) Guarantor is authorized not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent”, as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to execute, deliver pay Guarantor’s debts as the same mature and perform its obligations under will not have thereby undertaken liabilities in excess of the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations present fair value of Guarantor’s assets; and (h) Guarantor has delivered the calculation of liabilities in any such financial statements do NOT include any fair value adjustments to Lender all formation the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and organizational documents of GuarantorFinancial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities, and therefore, the amount of all Guarantorsliabilities is the historical cost basis, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor hereby warrants and acknowledges represents unto OHCS that: : (a) Lender would not make Guarantor has reviewed all of the terms and provisions of the Loan but for this GuarantyAgreement, Plans and the other Loan Documents; (b) there are no conditions precedent to the effectiveness of this Guaranty any and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lenderall balance sheets, on a continuing basis, financial net worth statements and other information pertaining to Borrower's financial condition, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information data that have heretofore and hereafter delivered been given to Lender by Guarantor, or any Guarantor, including, without limitation, information relating OHCS with respect to the financial condition of Guarantor, Guarantor fairly and accurately represent the financial condition of the subject thereof and have been prepared (except Guarantor as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the abovedate hereof, includingand, without limitationsince the date thereof, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates Guarantor, (c) except as may be set out on any exhibit attached hereto, (i) there are no legal proceedings, material claims or demands pending against, or to the knowledge of the latest Guarantor threatened against, Guarantor or any of Guarantor’s assets, (ii) the Guarantor is not in breach or default of any obligation to pay money, and (iii) no event (including specifically the Guarantor’s execution and delivery of this Guaranty) has occurred which, with or without the lapse of time or action by a third party, constitutes or could constitute a material breach or material default under any document evidencing or securing any obligation to pay money or under any other contract or agreement to which the Guarantor is a party, (d) the Guarantor has knowledge of Borrower’s financial condition and affairs, the progress of completion of the Project, and of all other circumstances which bear upon the risk assumed by the Guarantor under this Guaranty (the Guarantor hereby agreeing to continue to keep itself informed thereof while this Guaranty is in force and agreeing that OHCS does not have and will not have any obligation to investigate the financial condition or affairs of Borrower for the benefit of the Guarantor or to advise the Guarantor of any fact respecting, or any change in, the financial condition or affairs of Borrower or any other circumstance which may bear upon the Guarantor’s risk hereunder which come to the knowledge of OHCS, its directors, officers, employees or agents of any time, whether or not OHCS knows, believes or has reason to know or to believe that any such fact or change is unknown to the Guarantor or might or does materially increase the risk of the Guarantor hereunder), and (e) if any Guarantor is an entity, this Guaranty does not constitute a breach of Guarantor’s organizational documents or any other agreement or contract which Guarantor is a party to. Guarantor shall not transfer all or substantially all of its assets without the prior consent of OHCS, or any of Guarantor’s assets for the purpose of preventing OHCS from satisfying any judgment rendered under this Guaranty therefrom, either before or after the entry of any such judgment. Guarantor shall promptly deliver to OHCS all financial statements furnished and tax returns of Guarantor, if any, which Borrower is required to Lender and, except as otherwise disclosed provide to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered OHCS pursuant to Lender concerning the Loan Agreement or security any of the other Loan Documents, in time for Borrower to deliver the same to OHCS on or before the date provided for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondelivery thereof.

GUARANTOR’S WARRANTIES. Guarantor hereby warrants and acknowledges represents unto OHCS that: : (a) Lender would not make Guarantor has reviewed all of the terms and provisions of the Loan but for this GuarantyAgreement, Plans and the other Loan Documents; (b) there are no conditions precedent to the effectiveness of this Guaranty any and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lenderall balance sheets, on a continuing basis, financial net worth statements and other information pertaining to Borrower's financial condition, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information data that have heretofore and hereafter delivered been given to Lender by Guarantor, or any Guarantor, including, without limitation, information relating OHCS with respect to the financial condition of Guarantor, Guarantor fairly and accurately represent the financial condition of the subject thereof and have been prepared (except Guarantor as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the abovedate hereof, includingand, without limitationsince the date thereof, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates Guarantor, (c) except as may be set out on any exhibit attached hereto, (i) there are no legal proceedings, material claims or demands pending against, or to the knowledge of the latest Guarantor threatened against, Guarantor or any of Guarantor’s assets, (ii) the Guarantor is not in breach or default of any obligation to pay money, and (iii) no event (including specifically the Guarantor’s execution and delivery of this Guaranty) has occurred which, with or without the lapse of time or action by a third party, constitutes or could constitute a material breach or material default under any document evidencing or securing any obligation to pay money or under any other contract or agreement to which the Guarantor is a party, (d) the Guarantor has knowledge of Borrower’s financial condition and affairs, the progress of completion of the Project, and of all other circumstances which bear upon the risk assumed by the Guarantor under this Guaranty (the Guarantor hereby agreeing to continue to keep himself informed thereof while this Guaranty is in force and agreeing that OHCS does not have and will not have any obligation to investigate the financial condition or affairs of Borrower for the benefit of the Guarantor or to advise the Guarantor of any fact respecting, or any change in, the financial condition or affairs of Borrower or any other circumstance which may bear upon the Guarantor’s risk hereunder which come to the knowledge of OHCS, its directors, officers, employees or agents of any time, whether or not OHCS knows, believes or has reason to know or to believe that any such fact or change is unknown to the Guarantor or might or does materially increase the risk of the Guarantor hereunder), and (e) if any Guarantor is an entity, this Guaranty does not constitute a breach of Guarantor’s organizational documents or any other agreement or contract which Guarantor is a party to. Guarantor shall not transfer all or substantially all of its assets without the prior consent of OHCS, or any of Guarantor’s assets for the purpose of preventing OHCS from satisfying any judgment rendered under this Guaranty therefrom, either before or after the entry of any such judgment. Guarantor shall promptly deliver to OHCS all financial statements furnished and tax returns of Guarantor, if any, which Borrower is required to Lender and, except as otherwise disclosed provide to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered OHCS pursuant to Lender concerning the Loan Agreement or security any of the other Loan Documents, in time for Borrower to deliver the same to OHCS on or before the date provided for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondelivery thereof.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents and acknowledges that: to Agent that as of the date hereof: (a) Lender Lenders would not make the Loan nor enter into any Derivatives Contract with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Derivatives Contract between Borrower and Agent or any Lender, and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than LenderAgent, on a continuing basis, financial and other information pertaining to Borrower's Borrowers’ financial condition, the Properties and Borrowers’ activities relating thereto and the status of Borrower's Borrowers’ performance of obligations imposed by under the Loan DocumentsDocuments and any Derivatives Contract with Agent or any Lender, and Guarantor ▇▇▇▇▇▇▇▇▇ agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder hereunder, and Lender neither Agent nor any ▇▇▇▇▇▇ has made no representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously delivered to Lender Agent are true and correct in all respectsmaterial respects as of the date thereof, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAgent) and fairly present and accurately represent in all material respects the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (ef) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered "insolvent", as that term is defined in either 740 ILCS 160/3 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor's debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of Guarantor's assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Agent may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports. Guarantor agrees to keep adequately informed, from its own means of obtaining from sources other than Agent, on a continuing basis, financial and other information pertaining to Borrowers’ financial condition, the Properties and Borrowers’ activities relating thereto and the status of Borrowers’ performance of obligations under the Loan Documents, of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder. Guarantor has not and will not, without the prior written consent of LenderAgent, sell, lease, LOAN NUMBER 1013159 assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent or the Lenders, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of its obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and neither Administrative Agent nor any Lender has made no any representation to Guarantor as to any such matters; (de) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (f) Guarantor has the full limited liability company power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite limited liability company action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (g) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect; (h) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which the Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Guarantor is subject; (i) intentionally deleted; (j) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (k) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Guaranty; (l) no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Guaranty; (m) this Guaranty constitutes a valid, legal and binding obligation of Guarantor, enforceable against it in accordance with the terms hereof; (n) intentionally deleted; (o) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in the Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (p) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles GAAP or International Financial Reporting Standards consistently applied (or other principles acceptable to LenderAdministrative Agent) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; . Notwithstanding the use of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 8▇▇-▇▇-▇▇ (eformerly known as FAS 159, The Fair Value Option For Financial Assets and Financial Liabilities) Guarantor has not and will notor other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, without the prior written consent amount of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower's Borrowers’ financial condition, the Properties and Borrowers’ activities relating thereto and the status of Borrower's Borrowers’ performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; . Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (fformerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) Guarantor is in compliance with all laws and regulations applicable or other FASB standards allowing entities to its organizationelect fair value option for financial liabilities. Therefore, existence and transaction the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Each Guarantor hereby severally, but not jointly, warrants and acknowledges thatrepresents unto Lender the following except that Prime Retail, L.P. makes no representations or warranties with respect to clauses (b) and (d) of this Section 16 and Horizon Group Properties, Inc. and Horizon Group Properties, Ltd. make no representations or warranties with respect to clause (e) of this Section 16: (a) Lender would not make Each Guarantor has received or will receive, direct or indirect benefit from the making of this Guaranty; (b) Each and every warranty and representation made by Borrower in the Loan but Documents is true and correct; (c) This Guaranty constitutes a legal, valid and binding obligation of each Guarantor, and is fully enforceable against each Guarantor in accordance with its terms; (d) Any and all balance sheets, net worth statements and other financial data that have heretofore been given to Lender with respect to Guarantors (other than Prime Retail, L.P.) fairly present the financial condition of such Guarantors as of the date(s) thereof and, since the date(s) thereof, there has been no material, adverse change in the financial condition of any such Guarantor; (e) The financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2001, as amended, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (together, the "34 Act Reports") filed by Prime Retail, Inc., a Maryland corporation, pursuant to the Securities Exchange Act of 1934, as amended, are true and complete in all material respects; (f) Except as may be set out on EXHIBIT "B" attached hereto and made a part hereof for all purposes and, with respect only to the representation and warranty made by Prime Retail, L.P. pursuant to this Guaranty; Section 16 (bf), except as disclosed in the 34 Act Reports or except as would, individually or in the aggregate, not have a material adverse effect on the business or results of operations of Prime Retail, L.P., (i) there are no conditions precedent legal proceedings, claims or demands pending against, or to the effectiveness knowledge of any Guarantor, threatened against, any Guarantor or any Guarantor's assets, (ii) no Guarantor is in breach or default of any legal requirement, contract or commitment, and (iii) no event (including specifically Guarantors' execution and delivery of this Guaranty Guaranty) has occurred which, with the lapse of time or action by a third party, could result in any Guarantor's breach or default under any legal requirement, contract or commitment; and (g) Each Guarantor hereby agrees to furnish to Lender from time to time, and this Guaranty shall be as required by the Mortgages, promptly upon request therefor, current financial reports and statements setting out in full force complete and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by accurate detail each Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial conditioncondition at the time of such request, containing such information as Lender may reasonably request, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or in other principles form acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition exercise of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissionreasonable discretion.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make Guarantor has reviewed all of the terms and provisions of the Loan but for this GuarantyAgreement and the other Loan Documents; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent or the Lenders, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower's ’s performance of its obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and neither Administrative Agent nor any Lender has made no any representation to Guarantor as to any such matters; (d) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (e) Guarantor has the full corporate power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite corporate action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (f) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect; (g) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Guarantor is subject; (h) intentionally deleted; (i) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (j) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Guaranty; (k) no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Guaranty; (l) this Guaranty constitutes a valid, legal and binding obligation of Guarantor, enforceable against it in accordance with the terms hereof; (m) intentionally deleted; (n) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in the Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (o) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles GAAP or International Financial Reporting Standards as of the date of the applicable statement consistently applied (or other principles acceptable to LenderAdministrative Agent) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; . Notwithstanding the use of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 8▇▇-▇▇-▇▇ (eformerly known as FAS 159, The Fair Value Option For Financial Assets and Financial Liabilities) Guarantor has not and will notor other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, without the prior written consent amount of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender the Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. 6.1 Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) 6.1.1 there are no conditions precedent to the effectiveness of this Guaranty Guaranty, and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties guarantees from others or takes any other action contemplated by Guarantor; (c) ; 6.1.2 Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, condition and Borrower’s activities relating thereto and the status of Borrower's ’s performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder hereunder, and Lender has made no representation to Guarantor as to any such matters; (d) and 6.1.3 the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and a manner which fairly present presents the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) and 6.1.4 Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; (f) . 6.1.5 Each Guarantor is warrants and acknowledges a financial interest in compliance with all laws and regulations applicable relationship to its organization, existence and transaction of business and has all necessary rights and powers Borrower such that Guarantor agrees to guaranty as contemplated by enter into this Guaranty to induce Lender to make the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under described in the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to LenderAgreement. Guarantor shall immediately provide Lender with copies further warrants and acknowledges that it will receive substantial benefit from the making of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissionLoan.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower's Borrowers’ financial condition, the Property and Borrowers’ activities relating thereto and the status of Borrower's Borrowers’ performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; . Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (fformerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) Guarantor is in compliance with all laws and regulations applicable or other FASB standards allowing entities to its organizationelect fair value option for financial liabilities. Therefore, existence and transaction the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower's Borrowers’ financial condition, the Property and Borrowers’ activities relating thereto and the status of Borrower's Borrowers’ performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender 4 Loan No. 1002835 Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; . Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-▇▇-▇▇ (f▇▇rmerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) Guarantor is in compliance with all laws and regulations applicable or other FASB standards allowing entities to its organizationelect fair value option for financial liabilities. Therefore, existence and transaction the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.

GUARANTOR’S WARRANTIES. 16.2.1 The Guarantor warrants and acknowledges that:represents to the Purchaser and its successors in title that each of the Guarantor Warranties is true, accurate in all respects and not misleading as at the date of this Agreement. (a) Lender would 16.2.2 The Guarantor warrants and represents to the Purchaser and its successors in title that each of the Guarantor Warranties will be true, accurate in all respects and not make misleading at Completion by reference to the Loan but facts and circumstances then subsisting and, for this Guaranty; (b) there are no conditions precedent purpose, the Guarantor Warranties shall be deemed to be repeated at Completion as if any express or implied reference in the Guarantor Warranties to the effectiveness date of this Guaranty and Agreement was replaced by a reference to the date of Completion, save that any period expressed to start at the date of this Guaranty Agreement will continue to start at such time. 16.2.3 Each of the Guarantor Warranties shall be in full force construed as a separate warranty and effect and binding on except where this Agreement expressly provides otherwise, each Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, and the status of Borrower's performance of obligations imposed Warranty is not limited by the Loan Documentsother provisions of this Agreement, and including the other Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assetsWarranties, or any interest therein, provision of any other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Transaction Document. 16.2.4 The Guarantor shall immediately provide Lender with copies notify the Purchaser in writing of any amendments matter or modifications circumstance which arises or of the aforementioned formation which it is aware or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent ought reasonably to have been aware which is inconsistent with or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in Guarantor Warranties or which will or may be a breach of any Guarantor Warranty when the financial condition of Guarantor since the dates Warranties are repeated at Completion or which might render any of the latest financial statements furnished Guarantor Warranties untrue, inaccurate or misleading or which may otherwise be a breach of this Agreement or material to Lender anda purchaser for value of the Assets. Such notification in writing from the Guarantor shall be accompanied by all available, except as otherwise disclosed to Lender in writingobtainable, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; relevant and (m) all reports, documents, instruments, reasonable supporting information and forms documentation, including without limitation complete and accurate details of evidence delivered any and all proposed, necessary, required, desirable and/or recommended rectification and/or remediation, steps and requirements, together with complete and accurate details of potential scope, timing, cost and impact of same. Any notice given under this clause 16.2.4 in relation to Lender concerning the Loan any matter or security circumstance shall not, for the Loan avoidance of doubt, prevent the Purchaser from bringing any claim for breach of any Guarantor Warranty arising from that matter or required by circumstance and shall not relieve the Loan Documents are accurateGuarantor of any liability under this Agreement arising from any of the Guarantor Warranties not being true, correct accurate and sufficiently complete to give Lender true and accurate knowledge as at the date of their subject matter, and do not contain any misrepresentation this Agreement or omissionas at Completion.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s and Mortgage Borrower’s financial condition, the Property and Mortgage Borrower’s and Borrower’s activities relating thereto and the status of Borrower's ’s performance of its obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender has not made no any representation to Guarantor as to any such matters; (de) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (f) Guarantor has the full limited liability company power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite limited liability company action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (g) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect; (h) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which the Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Guarantor is subject; (i) intentionally deleted; (j) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (k) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Guaranty; (l) no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Guaranty; (m) this Guaranty constitutes a valid, legal and binding obligation of Guarantor, enforceable against it in accordance with the terms hereof; (n) intentionally deleted; (o) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in the Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (p) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles GAAP or International Financial Reporting Standards consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; . Notwithstanding the use of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (eformerly known as FAS 159, The Fair Value Option For Financial Assets and Financial Liabilities) Guarantor has not and will notor other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, without the prior written consent amount of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make the Loan but for this Guaranty; guaranty is executed at Borrower’s request, (b) this guaranty is a valid, binding, legally enforceable obligation in accordance with its terms, (c) there are is no conditions precedent litigation or other proceeding pending or to the effectiveness best of this Guaranty Guarantor’s knowledge, threatened against or affecting, Guarantor or Guarantor’s properties which, if determined adversely, would have a materially adverse effect on Guarantor’s financial condition, and this Guaranty shall be Guarantor is not in full force and effect and binding on Guarantor regardless default with respect to any order, writ, injunction, decree or demand of whether Lender obtains any court or other collateral governmental or any guaranties from others or takes any other action contemplated by Guarantor; regulatory authority, (cd) Guarantor has established adequate means of obtaining from sources other than Lender, Borrower on a continuing basis, financial and other information Information pertaining to Borrower's Borrowers financial condition, and (e) Creditor has made no representation to Guarantor as to the status of Borrower's performance of obligations imposed by the Loan Documents, and ’s creditworthiness. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender has made Guarantor further agrees that Creditor shall have no representation obligation to disclose to Guarantor as to any such matters; (d) information or material in the most recent financial statements course of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 Creditors relationship with ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws not insolvent and regulations applicable to its organization, existence and transaction the execution of business and has all necessary rights and powers to guaranty as contemplated this Guaranty by Guarantor does not render it insolvent for the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations purpose of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended state or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws federal fraudulent transfer or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissionavoidance statutes.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: : (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s and Mortgage Borrower’s financial condition, the Property and Borrower’s and Mortgage Borrower’s activities relating thereto and the status of Borrower's ’s performance of its obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender has not made no any representation to Guarantor as to any such matters; (de) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (f) Guarantor has the full limited liability company power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized; and all requisite limited liability company action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (g) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect; (h) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which the Guarantor is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Guarantor is subject; (i) intentionally deleted; (j) to Guarantor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor to carry on its business substantially as now conducted, or in any material liability on the part of Guarantor, or which would draw into question the validity of this Guaranty or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, or which would be likely to impair materially the ability of Guarantor to perform under the terms of this Guaranty; (k) Guarantor does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Guaranty; (l) no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Guaranty; (m) this Guaranty constitutes a valid, legal and binding obligation of Guarantor, enforceable against it in accordance with the terms hereof; (n) intentionally deleted; (o) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in the Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets; and (p) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all material respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles GAAP or International Financial Reporting Standards consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; . Notwithstanding the use of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 8▇▇-▇▇-▇▇ (eformerly known as FAS 159, The Fair Value Option For Financial Assets and Financial Liabilities) Guarantor has not and will notor other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, without the prior written consent amount of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that: (a) Lender Lenders would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Credit Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (cd) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, and the status of Borrower's ’s performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder hereunder, and neither Administrative Agent nor any Lender has made no any representation to Guarantor as to any such matters; (de) the most recent financial statements of Guarantor previously heretofore or hereafter delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent) and fairly present and accurately represent the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (ef) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent”, as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to execute, deliver pay Guarantor’s debts as the same mature and perform its obligations under will not have thereby undertaken liabilities in excess of the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations present fair value of Guarantor’s assets; and (h) Guarantor has delivered the calculation of liabilities in any such financial statements do NOT include any fair value adjustments to Lender all formation the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and organizational documents of GuarantorFinancial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities, and therefore, the amount of all Guarantorsliabilities is the historical cost basis, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applieddiscount. Guarantor acknowledges and agrees that Lender Administrative Agent may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.. 

GUARANTOR’S WARRANTIES. Guarantor warrants Guarantors hereby warrant and acknowledges thatrepresent unto Lender the following: (a) Lender would not make Each Guarantor has received or will receive, direct or indirect benefit from the making of this Guaranty; (b) Each and every warranty and representation made by Borrower in the Loan but Documents is true and correct; (c) This Guaranty constitutes a legal, valid and binding obligation of each Guarantor, and is fully enforceable against each Guarantor in accordance with its terms, subject to the effects on enforceability of applicable Debtor Relief Laws, as defined in the Mortgage; (d) Any and all balance sheets, net worth statements and other financial data that have heretofore been given to Lender with respect to Guarantors fairly present the financial condition of each Guarantor as of the date thereof and, since the date thereof’ there has been no material, adverse change in the financial condition of any Guarantor; (e) Except as may be set out on Exhibit “A” attached hereto and made a part hereof for this Guaranty; all purposes, (bi) there are no conditions precedent legal proceedings, claims or demands pending against, or to the effectiveness knowledge of any Guarantor, threatened against, any Guarantor or any Guarantor’s assets, with respect to which an adverse decision is reasonably likely which would materially and adversely affect the ability of such Guarantor to perform its obligations hereunder, (ii) no Guarantor is in breach or default of any material legal requirement, contract or commitment, and (iii) no event (including specifically Guarantors= execution and delivery of this Guaranty Guaranty) has occurred which, with the lapse of time or action by a third party, could result in any Guarantor’s breach or default under any material legal requirement, contract or commitment; and (f) Guarantors hereby agree to furnish to Lender from time to time, but no more than one time per calendar year promptly upon request therefor, current financial reports and this Guaranty shall be statements setting out in full force complete and effect and binding on Guarantor regardless accurate detail each Guarantor’s financial condition at the time of whether such request, containing such information as Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial conditionmay reasonably request, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or in other principles form acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition exercise of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissionreasonable discretion.

GUARANTOR’S WARRANTIES. Each Guarantor hereby severally, but not jointly, warrants and acknowledges thatrepresents unto Lender the following except that Prime Retail, L.P. makes no representations or warranties with respect to clauses (b) and (d) of this Section 16 and Horizon Group Properties, Inc. and Horizon Group Properties, Ltd. make no representations or warranties with respect to clause (e) of this Section 16: (a) Lender would not make Each Guarantor has received or will receive, direct or indirect benefit from the making of this Guaranty; (b) Each and every warranty and representation made by Borrower in the Loan but Documents is true and correct; (c) This Guaranty constitutes a legal, valid and binding obligation of each Guarantor, and is fully enforceable against each Guarantor in accordance with its terms; (d) Any and all balance sheets, net worth statements and other financial data that have heretofore been given to Lender with respect to Guarantors (other than Prime Retail, L.P.) fairly present the financial condition of such Guarantors as of the date(s) thereof and, since the date(s) thereof, there has been no material, adverse change in the financial condition of any such Guarantor; (e) The financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2001, as amended, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (together, the "34 Act Reports") filed by Prime Retail, Inc., a Maryland corporation, pursuant to the Securities Exchange Act of 1934, as amended, are true and complete in all material respects; (f) Except as may be set out on Exhibit "B" attached hereto and made a part hereof for all purposes and, with respect only to the representation and warranty made by Prime Retail, L.P. pursuant to this Guaranty; Section 16 (bf), except as disclosed in the 34 Act Reports or except as would, individually or in the aggregate, not have a material adverse effect on the business or results of operations of Prime Retail, L.P., (i) there are no conditions precedent legal proceedings, claims or demands pending against, or to the effectiveness knowledge of any Guarantor, threatened against, any Guarantor or any Guarantor's assets, (ii) no Guarantor is in breach or default of any legal requirement, contract or commitment, and (iii) no event (including specifically Guarantors' execution and delivery of this Guaranty Guaranty) has occurred which, with the lapse of time or action by a third party, could result in any Guarantor's breach or default under any legal requirement, contract or commitment; and (g) Each Guarantor hereby agrees to furnish to Lender from time to time, and this Guaranty shall be as required by the Mortgages, promptly upon request therefor, current financial reports and statements setting out in full force complete and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by accurate detail each Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial conditioncondition at the time of such request, containing such information as Lender may reasonably request, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or in other principles form acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition exercise of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissionreasonable discretion.

GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by GuarantorGuaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent, on a continuing basis, financial and other information pertaining to Borrower's Borrowers’ financial condition, the Property and Borrowers’ activities relating thereto and the status of Borrower's Borrowers’ performance of obligations imposed by under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's ’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent and Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein, other than in the ordinary course of Guarantor's ’s business; . Notwithstanding the foregoing, or anything to the contrary, the calculation of the liabilities of Guarantor shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC ▇▇▇-▇▇-▇▇ (fformerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) Guarantor is in compliance with all laws and regulations applicable or other FASB standards allowing entities to its organizationelect fair value option for financial liabilities. Therefore, existence and transaction the amount of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations liabilities shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantorthe historical cost basis, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended which generally is the contractual amount owed adjusted for amortization or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies accretion of any amendments premium or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omissiondiscount.