**3. Guaranteed Obligations.**     Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the full andprompt payment and performance when due, whether at maturity or earlier, by reason of accelerationor otherwise, and at all times thereafter, of:     (a) all amounts, obligations and liabilities owed to Lender under Article 3 (PersonalLiability) of the Loan Agreement (including the payment and performance of all indemnityobligations of Borrower described in Section 3.03 (Personal Liability for Indemnity Obligations) ofthe Loan Agreement and including all of Borrower’s obligations under the Environmental IndemnityAgreement); and     (b) all costs and expenses, including reasonable fees and out-of-pocket expenses of attorneysand expert witnesses, incurred by Lender in enforcing its rights under this Guaranty.**4. Survival of Guaranteed Obligations.**     The obligations of Guarantor under this Guaranty shall survive any Foreclosure Event, and anyrecorded release or reconveyance of the Security Instrument or any release of any other securityfor any of the Indebtedness; provided, however, that notwithstanding anything to the contraryherein, Guarantor’s liability to Lender shall not include any loss, liability or expense arising oroccurring from and after the date of the Foreclosure Event which relates to actions or omissions ofLender or any future assignee or holder of the Note occurring after such Foreclosure Event.**5. Guaranty of Payment; Community Property.**     Guarantor’s obligations under this Guaranty constitute a present and unconditional guaranty ofpayment and not merely a guaranty of collection. If Guarantor (or any Guarantor, if more than one)is a married person, and the state of residence of Guarantor or Guarantor’s spouse is a communityproperty jurisdiction, Guarantor (or each such married Guarantor, if more than one) agrees thatLender may satisfy Guarantor’s obligations under this Guaranty to the extent of all Guarantor’sseparate property and Guarantor’s interest in any community property.**6. Obligations Unsecured; Cross-Default.**     The obligations of Guarantor under this Guaranty shall not be secured by the SecurityInstrument or the Loan Agreement. However, a default under this Guaranty shall be an Event ofDefault under the Loan Agreement, and a default under this Guaranty shall entitle Lender to be ableto exercise all of its rights and remedies under the Loan Agreement and other Loan Documents.**7. Continuing Guaranty.**     The obligations of Guarantor under this Guaranty shall be unconditional irrespective of thegenuineness, validity, regularity or enforceability of any provision of this Guaranty, the Note,     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 2****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
the Loan Agreement, the Security Instrument or any other Loan Document. Guarantor agrees thatperformance of the obligations hereunder shall be a primary obligation, shall not be subject to anycounterclaim, set-off, recoupment, abatement, deferment or defense based upon any claim thatGuarantor may have against Lender, Borrower, any other guarantor of the obligations hereunder orany other person or entity, and shall remain in full force and effect without regard to, and shallnot be released, discharged or affected in any way by any circumstance or condition (whether or notGuarantor shall have any knowledge thereof), including:     (a) any furnishing, exchange, substitution or release of any collateral securing repayment ofthe Mortgage Loan, or any failure to perfect any lien in such collateral;     (b) any failure, omission or delay on the part of Borrower, Guarantor, any other guarantor ofthe obligations hereunder or Lender to conform or comply with any term of any of the Loan Documentsor failure of Lender to give notice of any Event of Default;     (c) any action or inaction by Lender under or in respect of any of the Loan Documents, anyfailure, lack of diligence, omission or delay on the part of Lender to perfect, enforce, assert orexercise any lien, security interest, right, power or remedy conferred upon it in any of the LoanDocuments, or any other action or inaction on the part of Lender;     (d) any Bankruptcy Event, or any voluntary or involuntary bankruptcy, insolvency,reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition,receivership, liquidation, marshaling of assets and liabilities or similar events or proceedingswith respect to Guarantor or any other guarantor of the obligations hereunder, or any of theirrespective property or creditors or any action taken by any trustee or receiver or by any court insuch proceeding;     (e) any merger or consolidation of Borrower into or with any entity or any sale, lease orTransfer of any asset of Borrower, Guarantor or any other guarantor of the obligations hereunder toany other Person;     (f) any change in the ownership of Borrower or any change in the relationship betweenBorrower, Guarantor or any other guarantor of the obligations hereunder, or any termination of suchrelationship;     (g) any release or discharge by operation of law of Borrower, Guarantor or any other guarantorof the obligations hereunder, any obligation or agreement contained in any of the Loan Documents;or     (h) any other occurrence, circumstance, happening or event, whether similar or dissimilar tothe foregoing, and whether seen or unforeseen, which otherwise might constitute a legal orequitable defense or discharge of the liabilities of a guarantor or surety or which otherwise mightlimit recourse against Borrower or Guarantor to the fullest extent permitted by law.     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 3****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
**8. Guarantor Waivers.**     Guarantor hereby waives:     (a) the benefit of all principles or provisions of law, statutory or otherwise, which are ormight be in conflict with the terms of this Guaranty (and agrees that Guarantor’s obligations shallnot be affected by any circumstances, whether or not referred to in this Guaranty, which mightotherwise constitute a legal or equitable discharge of a surety or a guarantor);     (b) the benefits of any right of discharge under any and all statutes or other laws relatingto guarantors or sureties and any other rights of sureties and guarantors;     (c) diligence in collecting the Indebtedness, presentment, demand for payment, protest and allnotices with respect to the Loan Documents and this Guaranty which may be required by statute, ruleof law or otherwise to preserve Lender’s rights against Guarantor under this Guaranty, includingnotice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence ofany default or Event of Default, notice of intent to accelerate, notice of acceleration, notice ofdishonor, notice of foreclosure, notice of protest and notice of the incurring by Borrower of anyobligation or indebtedness; and     (d) all rights to require Lender to:     (1) proceed against or exhaust any collateral held by Lender to secure the repayment ofthe Indebtedness;     (2) proceed against or pursue any remedy it may now or hereafter have against Borroweror any guarantor, or, if Borrower or any guarantor is a partnership, any general partner ofBorrower or general partner of any guarantor; or     (3) demand or require collateral security from Borrower, any other guarantor or anyother Person as provided by applicable law or otherwise.**9. No Effect Upon Obligations.**     At any time or from time to time and any number of times, without notice to Guarantor andwithout releasing, discharging or affecting the liability of Guarantor:     (a) the time for payment of the principal of or interest on the Indebtedness may be extendedor the Indebtedness may be renewed in whole or in part;     (b) the rate of interest on or period of amortization of the Mortgage Loan or the amount ofthe Monthly Debt Service Payments payable under the Loan Documents may be modified;     (c) the time for Borrower’s performance of or compliance with any covenant or agreementcontained in any Loan Document, whether presently existing or hereinafter entered into, may beextended or such performance or compliance may be waived;     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 4****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
     (d) the maturity of the Indebtedness may be accelerated as provided in the Loan Documents;     (e) any or all payments due under the Loan Agreement or any other Loan Document may bereduced;     (f) any Loan Document may be modified or amended by Lender and Borrower in any respect,including an increase in the principal amount of the Mortgage Loan;     (g) any amounts under the Loan Agreement or any other Loan Document may be released;     (h) any security for the Indebtedness may be modified, exchanged, released, surrendered orotherwise dealt with or additional security may be pledged or mortgaged for the Indebtedness;     (i) the payment of the Indebtedness or any security for the Indebtedness, or both, may besubordinated to the right to payment or the security, or both, of any other present or futurecreditor of Borrower;     (j) any payments made by Borrower to Lender may be applied to the Indebtedness in suchpriority as Lender may determine in its discretion; and     (k) any other terms of the Loan Documents may be modified as required by Lender.**10. Joint and Several (or Solidary) Liability.**     If more than one Person executes this Guaranty as Guarantor, such Persons shall be liable forthe obligations hereunder on a joint and several (solidary instead for purposes of Louisiana law)basis. Lender, in its discretion, may:     (a) to the extent permitted by applicable law, bring suit against Guarantor, or any one ormore of the Persons constituting Guarantor, and any other guarantor, jointly and severally(solidarily instead for purposes of Louisiana law), or against any one or more of them;     (b) compromise or settle with any one or more of the Persons constituting Guarantor, or anyother guarantor, for such consideration as Lender may deem proper;     (c) discharge or release one or more of the Persons constituting Guarantor, or any otherguarantor, from liability or agree not to sue such Person; and     (d) otherwise deal with Guarantor and any guarantor, or any one or more of them, in anymanner, and no such action shall impair the rights of Lender to collect from Guarantor any amountguaranteed by Guarantor under this Guaranty.Nothing contained in this Section 10 shall in any way affect or impair the rights or obligations ofGuarantor with respect to any other guarantor.     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 5****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
**11. Subordination of Affiliated Debt.**     Any indebtedness of Borrower held by Guarantor now or in the future is and shall besubordinated to the Indebtedness and any such indebtedness of Borrower shall be collected, enforcedand received by Guarantor, as trustee for Lender, but without reducing or affecting in any mannerthe liability of Guarantor under the other provisions of this Guaranty.**12. Subrogation.**     Guarantor shall have no right of, and hereby waives any claim for, subrogation orreimbursement against Borrower or any general partner of Borrower by reason of any payment byGuarantor under this Guaranty, whether such right or claim arises at law or in equity or under anycontract or statute, until the Indebtedness has been paid in full and there has expired the maximumpossible period thereafter during which any payment made by Borrower to Lender with respect to theIndebtedness could be deemed a preference under the Insolvency Laws.**13. Voidable Transfer.**     If any payment by Borrower is held to constitute a preference under any Insolvency Laws orsimilar laws, or if for any other reason Lender is required to refund any sums to Borrower, suchrefund shall not constitute a release of any liability of Guarantor under this Guaranty. It is theintention of Lender and Guarantor that Guarantor’s obligations under this Guaranty shall not bedischarged except by Guarantor’s performance of such obligations and then only to the extent ofsuch performance. If any payment by any Guarantor should for any reason subsequently be declaredto be void or voidable under any state or federal law relating to creditors’ rights, includingprovisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required torepay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon theadvice of its counsel, then the obligations guaranteed hereunder shall automatically be revived,reinstated and restored by the amount of such Voidable Transfer or the amount of such VoidableTransfer that Lender is required or elects to repay or restore, including all reasonable costs,expenses and legal fees incurred by Lender in connection therewith, and shall exist as though suchVoidable Transfer had never been made, and any other guarantor, if any, shall remain liable forsuch obligations in full.**14. Credit Report/Credit Score.**     Guarantor acknowledges and agrees that Lender is authorized, no more frequently than once inany twelve (12) month period, to obtain a credit report (if applicable) on Guarantor, the cost ofwhich shall be paid for by Guarantor. Guarantor acknowledges and agrees that Lender is authorizedto obtain a Credit Score (if applicable) for Guarantor at any time at Lender’s expense.**15. Financial Reporting.**     Guarantor shall deliver to Lender such Guarantor financial statements as required by Section8.02 (Books and Records; Financial Reporting — Covenants) of the Loan Agreement.     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 6****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
**16. Further Assurances.**     Guarantor acknowledges that Lender (including its successors and assigns) may sell or transferthe Mortgage Loan, or any interest in the Mortgage Loan.     (a) Guarantor shall:     (1) do anything necessary to comply with the requirements of Lender or any Investor ofthe Mortgage Loan or provide, or cause to be provided, to Lender or any Investor of theMortgage Loan, at Borrower’s and Guarantor’s cost and expense, such further documentation orinformation required by Lender or Investor, in order to enable:     (A) Lender to sell the Mortgage Loan to such Investor;     (B) Lender to obtain a refund of any commitment fee from any such Investor; or     (C) any such Investor to further sell or securitize the Mortgage Loan;     (2) confirm that Guarantor is not in default under this Guaranty or in observing any ofthe covenants or agreements contained in this Guaranty (or, if Guarantor is in default,describing such default in reasonable detail); and     (3) execute and deliver to Lender and/or any Investor such other documentation,including any amendments, corrections, deletions or additions to this Guaranty as isrequired by Lender or such Investor.     (b) Nothing in this Section 16 shall require Guarantor to do any further act that has theeffect of:     (1) changing the essential economic terms of the Mortgage Loan set forth in the relatedcommitment letter between Borrower and Lender; or     (2) imposing on Borrower or Guarantor greater personal liability under the LoanDocuments than that set forth in the related commitment letter between Borrower and Lender.**17. Successors and Assigns.**     Lender may assign its rights under this Guaranty in whole or in part and, upon any suchassignment, all the terms and provisions of this Guaranty shall inure to the benefit of suchassignee to the extent so assigned. Guarantor may not assign its rights, duties and obligationsunder this Guaranty, in whole or in part, without Lender’s prior written consent and any suchassignment shall be deemed void ab initio. The terms used to designate any of the parties hereinshall be deemed to include the heirs, legal representatives, successors and assigns of suchparties.     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 7****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
**18. Final Agreement.**     Guarantor acknowledges receipt of a copy of each of the Loan Documents and this Guaranty.THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTERHEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. All prior orcontemporaneous agreements, understandings, representations and statements, oral or written, aremerged into this Guaranty. Neither this Guaranty nor any of its provisions may be waived,modified, amended, discharged or terminated except by an agreement in writing signed by the partyagainst which the enforcement of the waiver, modification, amendment, discharge or termination issought, and then only to the extent set forth in that agreement.**19. Governing Law.**     This Guaranty shall be governed by and construed in accordance with the substantive law of theProperty Jurisdiction without regard to the application of choice of law principles that wouldresult in the application of the laws of another jurisdiction.**20. Property Jurisdiction.**     Guarantor agrees that any controversy arising under or in relation to this Guaranty shall belitigated exclusively in the Property Jurisdiction. The state and federal courts and authoritieswith jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over allcontroversies which shall arise under or in relation to this Guaranty or any other Loan Documentwith respect to the subject matter hereof. Guarantor irrevocably consents to service, jurisdictionand venue of such courts for any such litigation and waives any other venue to which it might beentitled by virtue of domicile, habitual residence or otherwise.**21. Time is of the Essence.**     Guarantor agrees that, with respect to each and every obligation and covenant contained inthis Guaranty, time is of the essence.**22. Notices.**     Guarantor agrees to notify Lender of any change in Guarantor’s address within ten (10)Business Days after such change of address occurs. All “Notices” under this Guaranty shall be:     (a) in writing and shall be     (1) delivered, in person;     (2) mailed, postage prepaid, either by registered or certified delivery, return receiptrequested;     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 8****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
     (3) sent by overnight courier; or     (4) sent by electronic mail with originals to follow by overnight courier;     (b) addressed to the intended recipient at the notice addresses provided under the signatureblock at the end of this Guaranty; and     (c) deemed given on the earlier to occur of:     (1) the date when the Notice is received by the addressee; or     (2) if the recipient refuses or rejects delivery, the date on which the Notice is sorefused or rejected, as conclusively established by the records of the United States PostalService or such express courier service.Lender shall endeavor to give Guarantor’s counsel a courtesy copy of any notice given to Guarantorby Lender, at such counsel’s address provided on the signature page of this Guaranty; provided,however, failure to provide such courtesy copy notice shall not affect the validity or sufficiencyof any notice to Guarantor, shall not affect Lender’s rights and remedies hereunder or under anyother Loan Documents, nor subject Lender any claim by or liability to Guarantor.**23. Construction.**     (a) Any reference in this Guaranty to an “Exhibit” or “Schedule” or a “Section” or an“Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, toan exhibit or schedule attached to this Guaranty or to a Section or Article of this Guaranty.     (b) Any reference in this Guaranty to a statute or regulation shall be construed as referringto that statute or regulation as amended from time to time.     (c) Use of the singular in this Guaranty includes the plural and use of the plural includesthe singular.     (d) As used in this Guaranty, the term “including” means “including, but not limited to” or“including, without limitation,” and is for example only, and not a limitation.     (e) Whenever Guarantor’s knowledge is implicated in this Guaranty or the phrase “toGuarantor’s knowledge” or a similar phrase is used in this Guaranty, Guarantor’s knowledge or suchphrase(s) shall be interpreted to mean to the best of Guarantor’s knowledge after reasonable anddiligent inquiry and investigation.     (f) Unless otherwise provided in this Guaranty, if Lender’s approval is required for anymatter hereunder, such approval may be granted or withheld in Lender’s sole and absolutediscretion.     (g) Unless otherwise provided in this Guaranty, if Lender’s designation, determination,selection, estimate, action or decision is required, permitted or contemplated     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 9****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
hereunder, such designation, determination, selection, estimate, action or decision shall bemade in Lender’s sole and absolute discretion.     (h) All references in this Guaranty to a separate instrument or agreement shall include suchinstrument or agreement as the same may be amended or supplemented from time to time pursuant tothe applicable provisions thereof.     (i) “Lender may” shall mean at Lender’s discretion, but shall not be an obligation.**24. WAIVER OF JURY TRIAL.**     **TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR AND LENDER (A) AGREES NOTTO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS GUARANTY OR ANY LOANDOCUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR AND LENDER THAT IS TRIABLE OF RIGHTBY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THATANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELYGIVEN BY GUARANTOR AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGALCOUNSEL.****25. Schedules.**     The schedules, if any, attached to this Guaranty are incorporated fully into this Guaranty bythis reference and each constitutes a substantive part of this Guaranty.**ATTACHED SCHEDULE.**The following Schedule is attached to this Guaranty:   o Schedule 1 Modifications to Guaranty**[Remainder of Page Intentionally Blank]**     **Guaranty of Non-Recourse Obligations** **Form 6015** **Page 10****Fannie Mae** **04-11** **© 2011 Fannie Mae**

 
     **IN WITNESS WHEREOF**, Guarantor has signed and delivered this Guaranty under seal (whereapplicable) or has caused this Guaranty to be signed and delivered under seal (where applicable) byits duly authorized representative. Where applicable law so provides, Guarantor intends that thisGuaranty shall be deemed to be signed and delivered as a sealed instrument.      **GUARANTOR**: