Extract to table

Three separate originals of this Replacement Guaranty shall be executed and delivered, one to each of Pinnacle Federal Bank, N

a Delaware limited partnership, and the Original Guarantor executed the Original Guaranty in favor of Lender in connection with the origination and funding of the Loan; WHEREAS, pursuant to the Purchase Agreement, Guarantor has acquired one hundred percent (100%) of the direct or indirect membership interests in Borrower from the Original Guarantor, constituting a change of control under the Loan Documents requiring, among other things, the prior written consent of Lender; WHEREAS, Lender has consented to such change of control conditioned upon, among other things, the execution and delivery of this Guaranty by Guarantor in favor of Lender to replace and supersede the Original Guaranty in its entirety, and the simultaneous release of the Original Guarantor from its obligations under the Original Guaranty; WHEREAS, Guarantor has a direct and material economic interest in Borrower and in the Properties securing the Loan, and Guarantor will derive substantial economic benefit from the continued existence and performance of the Loan and from Lender's consent to the change of control, and accordingly Guarantor's execution and delivery of this Guaranty is a condition precedent to Lender's consent to the change of control and constitutes reasonably equivalent value to Guarantor; and NOW, THEREFORE, in consideration of Lender's consent to the change of control contemplated by the Purchase Agreement, Lender's agreement to release the Original Guarantor from its obligations under the Original Guaranty, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Guarantor, Guarantor hereby covenants and agrees with Lender as follows: SECTION 1: DEFINED TERMS As used in this Guaranty, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Documents

"Borrower" shall have the meaning set forth in the preamble to this Guaranty

"Lender" shall have the meaning set forth in the preamble to this Guaranty, and shall include Lender's successors, participants, and assigns

"Liquid Assets" shall have the meaning set forth in Section 5(b) hereof