Exhibit
10.3


 


GUARANTY


(UNSECURED)


 


This
GUARANTY (this “Guaranty”) is made as of October 18, 2021 by ASSISTED 4 LIVING, INC., a Nevada corporation
(“A4L Guarantor”), HENRIETTA HEALTH AND REHAB CENTER, LLC, a Texas limited liability company (“Henrietta
Guarantor”), NOCONA HEALTH AND REHAB CENTER, LLC, a Texas limited liability company (“Nocona Guarantor”),
and OLNEY HEALTH AND REHAB CENTER, LLC, a Texas limited liability company (“Olney Guarantor” and together with
A4L Guarantor, Henrietta Guarantor, and Nocona Guarantor, each a “Guarantor” and collectively, “Guarantors”),
for the benefit of ARENA LIMITED SPV, LLC, a Delaware limited liability company (together with its successors and assigns, collectively,
“Lender”), having an address at 405 Lexington Avenue, 59th Floor, New York, New York 10174.


 


RECITALS:


 


(A)
Pursuant to that certain Promissory Note, dated of even date herewith, executed by Real Living Property Holdings - Texas, LLC, a Texas
limited liability company (“Borrower”), and payable to the order of Lender in the original principal amount
of up to Six Million Six Hundred Thousand and No/100 Dollars ($6,600,000.00) (as the same may be amended, restated, replaced, supplemented,
or otherwise modified from time to time, the “Note”), Borrower has become indebted, and may from time to time
be further indebted, to Lender with respect to a loan (“Loan”) made pursuant to that certain Loan Agreement,
of even date herewith between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified
from time to time, the “Loan Agreement”), which Loan is secured by those certain documents captioned Deed of
Trust, Security Agreement, Assignment of Leases and Fixture Filing, of even date herewith, made by Borrower for the benefit of Lender
(as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, each a “Security
Instrument” and collectively, the “Security Instruments”), and further evidenced, secured or
governed by the other Loan Documents.


 


(B)
Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless each Guarantor unconditionally guarantees payment
and performance to Lender of the Guaranteed Obligations (as herein defined).


 


(C)
Each Guarantor is the owner of a direct or indirect interest in Borrower or is an Affiliate of Borrower, and each Guarantor will directly
benefit from Lender’s making the Loan to Borrower.


 


(D)
All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.”


 


NOW,
THEREFORE, as an inducement to Lender to make the Loan to Borrower, and to extend such additional credit as Lender may from time to time
extend under the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:


 


ARTICLE
I


 


NATURE
AND SCOPE OF GUARANTY


 


1.1.
Guaranty of Guaranteed Obligations. Each Guarantor hereby irrevocably and unconditionally guarantees to Lender and its
successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether
by lapse of time, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably and unconditionally covenants and agrees
that it is liable for the Guaranteed Obligations as a primary obligor.


 




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1.2.
Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means:


 


(a)
losses, damages (including, without limitation, punitive or exemplary damages), costs, expenses, liabilities (including, without limitation,
strict liability), claims, obligations, settlement payments, penalties, fines, assessments, citations, litigation, demands, defenses,
judgments, suits, proceedings or other expenses of any kind whatsoever incurred or suffered by Lender (including reasonable attorneys’
fees and expenses and court costs) arising out of or in connection with the following:


 


(i)
material misrepresentation by or on behalf of Borrower, any Guarantor, or any Affiliate of any of them in connection with the Loan or
any Property;


 


(ii)
gross negligence or willful misconduct of Borrower, any Guarantor or any Affiliate of any of them in connection with the Loan or any
Property;


 


(iii)
breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity, the Loan Agreement or any
Security Instrument concerning Environmental Statutes or Hazardous Substances;


 


(iv)
physical waste of any Property;


 


(v)
intentional removal or disposal of any portion of any Property;


 


(vi)
breach of any Legal Requirement (including RICO) mandating the forfeiture of any Property, or any portion thereof, because of the conduct
or purported conduct of criminal activity by Borrower or any Guarantor in connection therewith;


 


(vii)
any misrepresentation, misleading or incorrect certification or breach of any representation, warranty or certification contained in
this Guaranty or any other Loan Document or in any document executed in connection therewith, pursuant to any of the Loan Documents or
otherwise to induce Lender to make the Loan, or any advance thereof, or to release monies from any account held by Lender (including
any reserve or escrow) or to take other action with respect to the Collateral;


 


(viii)
misapplication, misappropriation or conversion by or on behalf of Borrower, any Guarantor or any of their Affiliates of (A) any Insurance
Proceeds, (B) any Awards, (C) any Rents, (D) any Rents paid more than one (1) month in advance, or (E) any other monetary collateral
for the Loan;


 


(ix)
failure to pay charges for Taxes, Other Charges, labor or materials or judgments that can create Liens on any portion of any Property,
unless such charges are the subject of a bona fide dispute in which Borrower is contesting the amount or validity thereof in accordance
with the terms of the Loan Agreement;


 


(x)
failure to deliver to Lender any security deposits, advance deposits or any other deposits collected with respect to any Property upon
a foreclosure of such Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance
with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure
or action in lieu thereof; or


 




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(xi)
failure by Borrower to obtain and maintain fully paid insurance policies in accordance with the Loan Documents; and


 


(b)
the entire outstanding amount of the Obligations (as defined in the Agreement) (including, without limitation, the timely payment of
all amounts payable under the Note and the other Loan Documents) in the event of: (A) Borrower or any Guarantor filing a voluntary petition
under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against
Borrower or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, in which Borrower, any
Guarantor or any Affiliate of Borrower or any Guarantor that controls Borrower or Guarantor, is controlled by Borrower or Guarantor or
is under common control with Borrower or Guarantor (a “Control Affiliate”) causes (for example, and without limitation,
by seeking the appointment of a receiver or filing a bankruptcy petition), consents to, aids, solicits, supports, or otherwise cooperates
or colludes to cause such condition or event; (C) Borrower or any Guarantor or any Control Affiliate of Borrower or any Guarantor filing
an answer consenting to or otherwise acquiescing or joining in any involuntary petition filed against Borrower or any Guarantor, by any
other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) Borrower or any Guarantor or any
Control Affiliate of Borrower or any Guarantor consenting to or otherwise acquiescing or joining in an application for the appointment
of a custodian, receiver, trustee, or examiner for Borrower or any portion of any Property; (E) Borrower or any Guarantor making an assignment
for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they
become due; (F) Borrower failing to obtain Lender’s prior written consent to any Indebtedness or voluntary Lien encumbering any
Property (unless such Indebtedness or Lien is permitted under the terms and conditions of the Loan Documents); (G) except for a Permitted
Transfer made in accordance with the Loan Agreement, Borrower failing to obtain Lender’s prior written consent to any Transfer;
(H) Borrower failing to comply with any representation, warranty or covenant set forth in Section 4.1.29 or Section 5.2.12 of the Loan
Agreement or, without limitation on the foregoing, failing to maintain its status as a Special Purpose Entity (unless such failure is
de minimis and promptly cured), as required by, and in accordance with, the terms and provisions of the Loan Agreement and the Security
Instruments; (I) fraud or intentional misrepresentation by or on behalf of Borrower or any Guarantor, or any Control Affiliate of any
of them in connection with the Loan or any Property; or (J) any act or omission of Borrower or any Guarantor (or any Control Affiliate
of Borrower or any Guarantor) that hinders, delays or interferes with Lender’s enforcement of its rights or remedies under any
Loan Document or the realization of the collateral, including the assertion by Borrower or any Guarantor (or any Control Affiliate of
Borrower or any Guarantor) of any defenses or counterclaims; and


 


(c)
payment of (i) all interest (including any interest at the Default Rate) and late charges accruing on the principal balance of the Note,
as and when due, pursuant to the Loan Documents, (ii) all principal payments, as and when due, pursuant to the Loan Documents (but excluding
the principal payment due on the Maturity Date), and (iii) all customary or necessary costs and expenses actually incurred in connection
with the operation, maintenance and management of the Properties, including, without limitation, all insurance premiums and Taxes payable
by Borrower, as and when due.


 


Notwithstanding
anything to the contrary in this Guaranty or in any of the other Loan Documents, Lender shall not be deemed to have waived any right
which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full
amount of the Obligations (as defined in the Loan Agreement) (including, without limitation, the timely payment of all amounts payable
under the Note and the other Loan Documents)or to require that all collateral shall continue to secure all of the Obligations (including,
without limitation, the timely payment of all amounts payable under the Note and the other Loan Documents)owing to Lender in accordance
with the Loan Documents. Each Guarantor expressly waives any defense or benefits arising out of any voluntary or involuntary filing by
or on behalf of Borrower for protection under any federal or state bankruptcy, insolvency, or debtor relief laws, including without limitation
under Sections 364 or 1111(b)(2) of the Bankruptcy Code.


 




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1.3.
Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a
guaranty of collection. This Guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to any Guaranteed
Obligations arising or created after any attempted revocation by any Guarantor and after (if any Guarantor is a natural person) any Guarantor’s
death (in which event this Guaranty shall be binding upon such Guarantor’s estate and such Guarantor’s legal representatives
and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or
discharge the obligation of any Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender
and any subsequent holder of the Note or any part thereof and shall not be discharged by the assignment, modification, transfer or negotiation
of all or part of the Note.


 


1.4.
Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of each Guarantor
to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense
of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense
arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise, other than
payment in full of the Loan or other Guaranteed Obligations.


 


1.5.
Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be paid when due, whether at demand, maturity,
acceleration or otherwise, each Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest,
notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever,
all such notices being hereby waived by each Guarantor pay in lawful money of the United States of America, the amount due on the Guaranteed
Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after
the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different
items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.


 


1.6.
No Duty To Pursue Others. It shall not be necessary for Lender (and each Guarantor hereby waives any rights which such
Guarantor may have to require Lender), in order to enforce the obligations of any Guarantor hereunder, first to (a) institute suit or
exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other Person, (b) enforce Lender’s
rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Lender’s rights against any other
guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking
to enforce this Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure
the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Lender shall not be required to mitigate
damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.


 




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1.7.
Waivers. Each Guarantor agrees to the provisions of the Loan Documents, and hereby waives to the fullest extent now or
hereafter not prohibited by applicable law (I) notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this
Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or any other Loan Document, (d) the execution and delivery by
Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other
documents arising under the Loan Documents or in connection with any Property, (e) the occurrence of (X) any breach by Borrower of any
of the terms or conditions of the Loan Agreement or any other Loan Documents, or (Y) an Event of Default, (f) Lender’s transfer
or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure)
of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, and (i) any other action
at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan
Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and/or the obligations hereby
guaranteed, (II) all suretyship defenses and defenses in the nature thereof, (III) any right or claim of right to cause a marshalling
of the assets of Borrower or of any collateral for the Loan, or to cause Lender to proceed against any of the other security for the
Obligations of Borrower before proceeding under this Guaranty against any Guarantor, or, if there shall be more than one Guarantor, to
require Lender to proceed against any other Guarantor or any of the Guarantors in any particular order, (IV) the right to assert a counterclaim,
other than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by any Guarantor, (V) any defense that
may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender
to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons,
(VI) any defense based upon an election of remedies by Lender, (VII) any duty on the part of Lender to disclose to any Guarantor any
facts Lender may now or hereafter know about Borrower, any Tenant, or any Property, regardless of whether Lender has reason to believe
that any such facts materially increase the risk beyond that which any Guarantor intends to assume or has reason to believe that such
facts are unknown to any Guarantor or has a reasonable opportunity to communicate such facts to any Guarantor, it being understood and
agreed that each Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower, any Tenant or
of the condition of each Property and of any and all circumstances bearing on the risk that liability may be incurred by any Guarantor
hereunder; (VIII) any lack of notice of disposition or of manner of disposition of any collateral for the Loan, (IX) any invalidity,
irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents, (X) any lack of commercial reasonableness
in dealing with the collateral for the Loan, (XI) any deficiencies in the collateral for the Loan or any deficiency in the ability of
Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any
obligation hereby guaranteed, (XII) an assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary
or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common
law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate
or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or
hereafter required, which Lender may have against any Guarantor or the collateral for the Loan, and (XIII) any modifications of the Loan
Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy
Code, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter
in effect, or otherwise.


 


1.8.
No Impairment. The liability of each Guarantor hereunder shall in no way be limited, expanded or impaired by, and each Guarantor
hereby assents to and agrees to be bound by, any amendment or modification of the provisions of the Loan Documents to or with Lender
by Borrower or any other Guarantor or any person who succeeds Borrower as owner of any Property. In addition, the liability of each Guarantor
under this Guaranty and the other Loan Documents shall in no way be limited, expanded or impaired by:


 


(a)
any acceleration of the Loan or any extensions of time for performance required by any of the Loan Documents;


 


(b)
any amendment to or modification of any of the Loan Documents, or any waiver of any term thereunder;


 




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(c)
any sale, transfer, securitization or assignment of the Loan or any part thereof or any sale, assignment or foreclosure of any Security
Instrument or any sale, transfer or exchange of all or part of any Property;


 


(d)
any exculpatory, or nonrecourse, or limited recourse, provision in any of the Loan Documents limiting Lender’s recourse to the
Properties encumbered by the Security Instruments or to any other property or limiting Lender’s rights to a deficiency judgment
against Borrower or any other person or entity;


 


(e)
the accuracy or inaccuracy of the representations and warranties made by or on behalf of any Guarantor herein or by or on behalf of Borrower,
or any affiliate or successor of Borrower in any of the Loan Documents;


 


(f)
the release of Borrower, any affiliate or successor of Borrower or of any other person or entity from performance or observance of any
of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender’s voluntary
act or otherwise;


 


(g)
the filing of any bankruptcy or reorganization proceeding by or against Borrower, any affiliate or successor of Borrower or any subsequent
owner of any Property;


 


(h)
the release or substitution in whole or in part of any collateral or security for the Obligations;


 


(i)
Lender’s failure to record any Security Instrument or file any UCC financing statements, or Lender’s improper recording or
filing of any thereof, or Lender’s failure to otherwise perfect, protect, secure, or insure any security interest or lien given
as security for the Obligations;


 


(j)
the release of any other party now or hereafter liable upon or in respect of this Guaranty or any of the other Loan Documents;


 


(k)
the invalidity or unenforceability of all or any portion of any of the Loan Documents as to Borrower or any other person or entity;


 


(l)
any change in the composition of Borrower, including, without limitation, the withdrawal or removal of the beneficial owner from any
current or future position of ownership, management or control of Borrower; or


 


(m)
the taking or failure to take any action of any type whatsoever.


 


Any
of the foregoing may be accomplished with or without notice to or consent from Borrower or any Guarantor and with or without consideration.


 


1.9.
Payment of Expenses. In the event that any Guarantor should breach or fail to timely perform any provisions of this Guaranty,
each Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and attorneys’
fees and costs) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder together with interest
thereon at the Default Rate from the date requested by Lender until the date of payment to Lender. The covenant contained in this Section
1.9 shall survive the payment and performance of the Guaranteed Obligations.


 




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1.10.
Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other
debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received
by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty
given to any Guarantor by Lender shall be without effect, and this Guaranty shall remain (or shall be reinstated to be) in full force
and effect. It is the intention of Borrower and each Guarantor that each Guarantor’s obligations hereunder shall not be discharged
except by each Guarantor’s performance of such obligations and then only to the extent of such performance.


 


1.11.
Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty,
until indefeasible payment in full of the Loan and termination of the Loan Documents, each Guarantor hereby unconditionally and irrevocably
waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without
limitation, any law subrogating any Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification
or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for
any payment made by any Guarantor under or in connection with this Guaranty or otherwise.


 


1.12.
Delay Not Waiver. No delay on Lender’s part in exercising any right, power or privilege hereunder or under any of
the Loan Documents shall operate as a waiver of any such privilege, power or right. No waiver by Lender in any instance shall constitute
a waiver in any other instance


 


1.13.
Borrower/Guarantor. The term “Borrower” or “Guarantor” as used herein shall include any new or
successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual
or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any Guarantor,
as the case may be, or any interest in Borrower or any Guarantor, as the case may be.


 


ARTICLE
II


 


EVENTS
AND CIRCUMSTANCES NOT REDUCING OR


DISCHARGING GUARANTOR’S OBLIGATIONS


 


Each
Guarantor hereby consents and agrees to each of the following, and agrees that each Guarantor’s obligations under this Guaranty
shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable,
statutory or other rights (including without limitation rights to notice) which any Guarantor might otherwise have as a result of or
in connection with any of the following:


 


2.1.
Modifications/Sales. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of
the Guaranteed Obligations, the Note, any Security Instrument, the Loan Agreement, the other Loan Documents or any other document, instrument,
contract or understanding between Borrower and Lender or any other parties pertaining to the Guaranteed Obligations, or any sale, transfer,
securitization, assignment or foreclosure of the Note, the Loan Agreement, any Security Instrument, or any other Loan Documents or any
sale or transfer of any Property, or any failure of Lender to notify any Guarantor of any such action.


 


2.2.
Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower
or any Guarantor.


 


2.3.
Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability,
dissolution or lack of power of Borrower, any Guarantor or any other Person at any time liable for the payment of all or part of the
Guaranteed Obligations; or any dissolution of Borrower or any Guarantor, or any sale, lease or transfer of any or all of the assets of
Borrower or any Guarantor, or any changes in the shareholders, partners or members, as applicable, of Borrower or any Guarantor; or any
reorganization of Borrower or any Guarantor.


 




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2.4.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed
Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including
without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceed the amount permitted by Legal Requirements,
(b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing
the Note, the Security Instruments, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted
in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) Borrower has valid defenses, claims or
offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower,
other than payment in full of the Loan and other Guaranteed Obligations, (f) the creation, performance or repayment of the Guaranteed
Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations
or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal,
uncollectible or unenforceable, or (g) the Note, the Security Instruments, the Loan Agreement or any of the other Loan Documents have
been forged or otherwise are irregular or not genuine or authentic, it being agreed that each Guarantor shall remain liable hereon regardless
of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.


 


2.5.
Release of Obligors. Any full or partial release of the liability of Borrower for the Guaranteed Obligations, or any part
thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or
jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being
recognized, acknowledged and agreed by each Guarantor that each Guarantor may be required to pay the Guaranteed Obligations in full without
assistance or support from any other Person, and no Guarantor has been induced to enter into this Guaranty on the basis of a contemplation,
belief, understanding or agreement that other Persons (including Borrower) will be liable to pay or perform the Guaranteed Obligations,
or that Lender will look to other Persons (including Borrower) to pay or perform the Guaranteed Obligations.


 


2.6.
Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment,
for all or any part of the Guaranteed Obligations.


 


2.7.
Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including
without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time
existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.


 


2.8.
Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation,
protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security for the Loan,
including but not limited to any neglect, delay, omission, failure or refusal of Lender (a) to take or prosecute any action for the collection
of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion
any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement
evidencing or securing all or any part of the Guaranteed Obligations.


 




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2.9.
Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given,
created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected
or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed
by each Guarantor that no Guarantor is entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity,
enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.


 


2.10.
Representation. The accuracy or inaccuracy of the representations and warranties made by any Guarantor herein or by Borrower
in any of the Loan Documents.


 


2.11.
Offset. The Note, the Guaranteed Obligations and the liabilities and obligations of any Guarantor to Lender hereunder shall
not be reduced, discharged or released by reason of any existing or future right of offset, claim or defense of Borrower against Lender,
or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection
with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise, other than payment in full of
the Loan and other Guaranteed Obligations.


 


2.12.
Merger. The reorganization, merger or consolidation of Borrower or any Guarantor into or with any Person.


 


2.13.
Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason
Lender is required to refund such payment or pay such amount to Borrower or to any other Person.


 


2.14.
Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed
Obligations, or the security and collateral therefor, whether or not such action or omission prejudices any Guarantor or increases the
likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous
and unequivocal intention of each Guarantor that each Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding
any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise
or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of
the Guaranteed Obligations.


 


ARTICLE
III



 


REPRESENTATIONS
AND WARRANTIES


 


To
induce Lender to enter into the Loan Documents and extend credit to Borrower, each Guarantor represents and warrants to Lender as follows:


 


3.1.
Benefit. Each Guarantor is an Affiliate of Borrower, or is the owner of a direct or indirect interest in Borrower, and
has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.


 


3.2.
Familiarity and Reliance. Each Guarantor is familiar with, and has independently reviewed books and records regarding,
the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for
the payment of the Note or Guaranteed Obligations; however, no Guarantor is relying on such financial condition or the collateral as
an inducement to enter into this Guaranty.


 




    	9



     


    

 


3.3.
No Representation By Lender. Neither Lender nor any other party has made any representation, warranty or statement to any
Guarantor in order to induce any Guarantor to execute this Guaranty.


 


3.4.
Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent
obligation evidenced hereby, each Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations,
liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its
obligations and liabilities, including the Guaranteed Obligations. In addition, true and complete copies of the financial statements
of each Guarantor have been delivered to Lender and each of the same are true, accurate and complete in all material respects and fairly
present each Guarantor’s financial condition as of the dates thereof and no material and adverse change has occurred in any Guarantor’s
financial condition or business since the respective dates thereof; and each financial statement of each Guarantor submitted in the future
shall be true, accurate and complete in all material respects and shall fairly present each Guarantor’s financial condition as
of the dates thereof.


 


3.5.
Legality. The execution, delivery and performance by any Guarantor of this Guaranty and the consummation of the transactions
contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which any Guarantor
is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result
in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which any Guarantor
is a party or which may be applicable to any Guarantor. This Guaranty is a legal and binding obligation of each Guarantor and is enforceable
in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement
of creditors’ rights.


 


3.6.
No Violation. The payment and performance by each Guarantor of each Guarantor’s obligations under the Loan Agreement
and this Guaranty do not and shall not constitute a violation of any law, order, regulation, contract or agreement to which any Guarantor
is a party or by which any Guarantor or any Guarantor’s property may be bound.


 


3.7.
No Litigation. There is no material litigation now pending or, to the best of each Guarantor’s knowledge threatened
in writing, against any Guarantor which, if adversely decided would materially impair the ability of any Guarantor to pay and perform
such Guarantor’s obligations under the Loan Agreement or this Guaranty. There is no litigation (whether or not material) pending,
or threatened in writing, against any Guarantor which is not: (i) covered by adequate insurance, and (ii) previously disclosed in writing
to Lender together with a written explanation of why such litigation is not material.


 


3.8.
Entity Matters. Each Guarantor, other than any Guarantor which is not an entity, is duly organized or formed (as applicable),
validly existing and in good standing under the laws of its state of organization or formation (as applicable), has all requisite power
and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business and in good
standing in all jurisdictions where the nature and extent of its business is such that qualification is required by law.


 


3.9.
Material Economic Benefit. The granting of the Loan to Borrower will constitute a material economic benefit to each Guarantor.


 


3.10.
Survival. All representations and warranties made by each Guarantor herein shall survive the execution hereof.


 




    	10



     


    

 


ARTICLE
IV



 


SUBORDINATION
OF CERTAIN INDEBTEDNESS


 


4.1.
Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean
all debts and liabilities of Borrower to any Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise,
and whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise,
and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of
the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the
manner in which they have been or may hereafter be acquired by any Guarantor. The Guarantor Claims shall include without limitation all
rights and claims of each Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of such Guarantor’s
payment of all or a portion of the Guaranteed Obligations. So long as any portion of the Debt or the Guaranteed Obligations remain outstanding,
no Guarantor shall receive or collect, directly or indirectly, from Borrower or any other Person any amount upon the Guarantor Claims.


 


4.2.
Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief,
or other insolvency proceeding involving any Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding
so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments
which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender
receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor,
and which, as between Borrower and any Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender
in full of the Guaranteed Obligations, each Guarantor shall become subrogated to the rights of Lender to the extent that such payments
to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be
with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments
upon the Guarantor Claims.


 


4.3.
Payments Held in Trust. Notwithstanding anything to the contrary in this Guaranty, in the event that any Guarantor shall
receive any funds, payments, claims or distributions which are prohibited by this Guaranty, such Guarantor agrees to hold in trust for
Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely
no dominion over the amount of such funds, payments, claims and/or distributions so received except to pay such funds, payments, claims
and/or distributions promptly to Lender, and such Guarantor covenants promptly to pay the same to Lender.


 


4.4.
Liens Subordinate. Each Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances
upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security
interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations,
regardless of whether such encumbrances in favor of any Guarantor or Lender presently exist or are hereafter created or attach. Without
the prior written consent of Lender, no Guarantor shall (a) exercise or enforce any creditor’s rights it may have against Borrower,
or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including
without limitation the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency
proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on
assets of Borrower held by any Guarantor.


 




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ARTICLE
V



 


COVENANTS


 


5.1.
Definitions. As used in this Article 5, the following terms shall have the respective meanings set forth below:


 


(a)
“GAAP” shall mean generally accepted accounting principles, consistently applied.


 


(b)
“Liquidity” shall mean, as of a given date, assets in the form of cash, cash equivalents, obligations of (or fully
guaranteed as to principal and interest by) the United States or any agency or instrumentality thereof (provided the full faith and credit
of the United States supports such obligation or guarantee), certificates of deposit issued by a commercial bank having net assets of
not less than $500 million, securities listed and traded on a recognized stock exchange or traded over the counter and listed in the
National Association of Securities Dealers Automatic Quotations, or liquid debt instruments that have a readily ascertainable value and
are regularly traded in a recognized financial market.


 


(c)
“Net Worth” shall mean, as of a given date, (x) the total assets of each Guarantor as of such date, which total assets
shall exclude any direct or indirect interest attributable to the Properties, less (y) each Guarantor’s total liabilities as of
such date, determined in accordance with GAAP.


 


5.2.
Covenants. Until all of the Obligations and the Guaranteed Obligations have been paid in full, A4L Guarantor, in the aggregate
(i) shall at all times maintain (A) from and after the date that is six months after the date hereof, a Net Worth in excess of $3,300,000,
and (B) Liquid Assets having a market value of at least $519,750, (ii) shall deliver to Lender within five (5) business days of receipt,
copies of any default notices received by such Guarantor in respect of any Indebtedness of such Guarantor, and (iii) shall deliver to
Lender, concurrently with the delivery of each financial statement required to be delivered by or on behalf of such Guarantor under the
Loan Documents, a certificate signed by such Guarantor (if such Guarantor is a natural person) or by the chief financial officer (if
any) or other duly authorized representative of such Guarantor (if such Guarantor is an entity) setting forth in reasonable detail such
Guarantor’s Net Worth and Liquid Assets, based on such financial statement.


 


5.3.
Prohibited Transactions. Except as may be permitted under the Loan Agreement, no Guarantor shall, at any time while a default
in the payment of the Guaranteed Obligations has occurred and is continuing, either (i) enter into or effectuate any transaction with
any Affiliate, including the payment of any dividend or distribution to a shareholder, or the redemption, retirement, purchase or other
acquisition for consideration of any stock in any Guarantor or (ii) sell, pledge, mortgage or otherwise transfer to any Person any of
any Guarantor’s assets, or any interest therein, in either case, which is reasonably likely to cause a violation of Section 5.2.


 


ARTICLE
VI



 


MISCELLANEOUS


 


6.1.
Waiver. No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of
any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver
shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the
right to take other action in the same, similar or other instances without such notice or demand.


 




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6.2.
Notices. All notices or other written communications hereunder shall be delivered in accordance with Section 10.6 of the
Loan Agreement, with any notice or other written communication to any Guarantor hereunder sent to the address (and to each copy party)
set forth for Borrower in the Loan Agreement.


 


6.3.
Governing Law.


 


(a)
This Guaranty shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement.


 


(b)
WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A “PROCEEDING”), EACH GUARANTOR
IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF NEW YORK,
COUNTY OF NEW YORK AND STATE OF NEW YORK, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING
BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT
TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS GUARANTY SHALL
PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS
PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. EACH GUARANTOR FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY
METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY NEW YORK STATE OR UNITED
STATES COURT SITTING IN THE CITY OF NEW YORK AND COUNTY OF NEW YORK MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
DIRECTED TO SUCH GUARANTOR AT THE ADDRESS INDICATED IN THIS GUARANTY, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT
IF SUCH GUARANTOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.


 


6.4.
Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or
future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed
and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions
of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic
understandings and intentions of the parties as expressed herein.


 


6.5.
Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative
of the party against whom such amendment is sought to be enforced.


 




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6.6.
Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors, permitted assigns, heirs and legal representatives. Lender may sell, assign, pledge,
participate, transfer or delegate, as applicable to one or more Persons all or a portion of its rights and obligations under this Guaranty
in connection with any assignment, sale, pledge, participation or transfer of the Loan and the Loan Documents. Any assignee or transferee
of Lender shall be entitled to all the benefits afforded to Lender under this Guaranty, no Guarantor shall have the right to delegate,
assign or transfer its rights or obligations under this Guaranty without the prior written consent of Lender, and any attempted assignment,
delegation or transfer without such consent shall be null and void. If any Guarantor consists of more than one Person or party, the obligations
of each such Person or party under this Guaranty shall be joint and several.


 


6.7.
Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this
Guaranty.


 


6.8.
Recitals. The recitals and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be
considered prima facie evidence of the facts and documents referred to therein.


 


6.9.
Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required.
It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any
party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making
proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal
effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional
signature pages.


 


6.10.
Rights and Remedies. If any Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or
otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender
hereunder shall be cumulative of any and all other rights that Lender may ever have against any Guarantor. The exercise by Lender of
any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent
exercise of any other right or remedy.


 


6.11.
Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF EACH GUARANTOR AND LENDER WITH RESPECT TO EACH GUARANTOR’S
GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY EACH GUARANTOR AND LENDER AS A FINAL AND
COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN ANY GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE,
NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE
OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN
ANY GUARANTOR AND LENDER.


 


6.12.
Waiver of Right To Trial By Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH GUARANTOR AND LENDER HEREBY AGREES NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH
RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE SECURITY AGREEMENT, OR THE OTHER LOAN
DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN
KNOWINGLY AND VOLUNTARILY BY EACH GUARANTOR AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING
AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH GUARANTOR.


 




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6.13.
Cooperation. Each Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note
and the other Loan Documents to one or more investors, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii)
deposit this Guaranty, the Note and the other Loan Documents with a trust, which trust may sell certificates to investors evidencing
an ownership interest in the trust assets, or (iv) otherwise sell the Loan or one or more interests therein to investors (the transactions
referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”).
Each Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements
imposed by any Rating Agencies involved in any Secondary Market Transaction. Each Guarantor shall provide such financial information
and documents relating to such Guarantor, Borrower, the Properties and any tenants of any Property as Lender may reasonably request in
connection with such Secondary Market Transaction. In addition, each Guarantor shall make available to Lender all information concerning
its business and operations that Lender may reasonably request


 


6.14.
Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any
other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, each Guarantor’s obligations hereunder with respect to such payment
shall be reinstated as though such payment had been due but not made at such time.


 


6.15.
Gender; Number; General Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically
provided herein, (a) words used in this Guaranty may be used interchangeably in the singular or plural form, (b) any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms, (c) the word “Borrower” shall mean “each Borrower
and any subsequent owner or owners of any Property or any part thereof”, (d) the word “Lender” shall mean “Lender
and any subsequent holder of the Note”, (e) the word “Note” shall mean “the Note and any other evidence of indebtedness
secured by the Loan Agreement, as amended, restated or otherwise modified”, (f) the word “Property” shall include any
portion of a Property and any interest therein, and (g) the phrases “attorneys’ fees”, “legal fees” and
“counsel fees” shall include any and all attorneys’, paralegal and law clerk fees and disbursements, including, but
not limited to, fees and disbursements at the pre-trial, trial and appellate levels, incurred or paid by Lender in protecting its interest
in the Properties, the Leases and/or the Rents and/or in enforcing its rights hereunder.


 


6.16.
No Waiver; Time of Essence. The failure of any party hereto to enforce any right or remedy hereunder, or to promptly enforce
any such right or remedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor excuse any of the
parties hereto from their respective obligations hereunder. Any waiver of such right or remedy must be in writing and signed by the party
to be bound. This Guaranty is subject to enforcement at law or in equity, including actions for damages or specific performance. Time
is of the essence hereof.


 


6.17.
Legal Fees, Costs and Expenses. Each Guarantor further agrees to pay upon demand all costs and expenses reasonably incurred
by Lender or its successors or assigns in connection with enforcing any of the rights or remedies of Lender, or such successors or assigns,
under or with respect to this Guaranty including, but not limited to, attorneys’ fees and the out-of-pocket expenses and disbursements
of such attorneys. Any such amounts which are not paid within fifteen (15) days of demand therefor shall bear interest at the Default
Rate from the date of demand until paid.


 


6.18.
Assignments By Lender. Lender may at its sole cost and expense, without notice to, or consent of, any Guarantor, sell,
assign or transfer to or participate with any entity or entities all or any part of the indebtedness evidenced by the Note and secured
by the Security Instruments, and each such entity or entities shall have the right to enforce the provisions of this Guaranty and any
of the other Loan Documents as fully as Lender, provided that Lender shall continue to have the unimpaired right to enforce the provisions
of this Guaranty and any of the other Loan Documents as to so much of the Loan that Lender has not sold, assigned or transferred. Lender
shall give notice to Guarantor of the name, address, telephone number and contact person of any assignee of Lender within a reasonable
period of time after the effective date of the assignment, provided, that failure to provide such notice shall in no way affect the validity
or effect of the assignment or any Guarantor’s obligations hereunder. In particular and not in limitation of any other terms herein
or in the Loan Agreement, each Guarantor acknowledges and agrees that Lender and its successors and assigns may (i) sell the Loan, this
Guaranty and each of the other Loan Documents to one or more investors in a rated or unrated public offering or private placement, (ii)
grant participation interests in the Loan, to one or more investors in a rated or unrated public offering or private placement, (iii)
deposit this Guaranty and each of the other Loan Documents with a trust, which trust may sell certificates to investors evidencing an
ownership in the trust assets in a rated or unrated public offering or private placement, or (iv) otherwise sell the Loan or any interest
therein to investors in a rated or unrated public offering or private placement.


 


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    	15



     


    

 


IN
WITNESS WHEREOF, each Guarantor has executed this Guaranty the day and year first above written.


 


	 	GUARANTOR:
	 	 	 
	 	ASSISTED
    4 LIVING, INC., 
	 	a
    Nevada corporation
	 	 	 
	 	By:
    	/s/
    Louis Collier
	 	Name: 	Louis
    Collier
	 	Title:	CEO
    & President
	 	 	 
	 	HENRIETTA
    HEALTH AND REHAB CENTER, LLC, 
	 	a
    Texas limited liability company
	 	 	 
	 	By:
    	/s/
    Louis Collier
	 	Name:	Louis
    Collier
	 	Title:	CEO
    & President
	 	 	 
	 	NOCONA
    HEALTH AND REHAB CENTER, LLC, 
	 	a
    Texas limited liability company
	 	 	 
	 	By:
    	/s/
    Louis Collier
	 	Name:	Louis
    Collier
	 	Title:	CEO
    & President
	 	 	 
	 	OLNEY
    HEALTH AND REHAB CENTER, LLC, 
	 	a
    Texas limited liability company
	 	 	 
	 	By:
    	/s/
    Louis Collier
	 	Name:	Louis
    Collier
	 	Title:	CEO
    & President


 


Signature
Page – Guaranty