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GUARANTY <br />Date: 2 , 2017 <br />License Agreement: License Agreement regarding Centerpoint Road public right-of-way <br />Date of License Agreement: Executed by the City of San Marcos, Texas on March 30, 2017 and by <br />Carma Paso Robles, LLC on July 13, 2017 <br />Assignee: Kissing Tree Master Community, Inc., a Texas nonprofit corporation <br />Premises: City road right of way; portion of Centerpoint Road described in Exhibit "A" of the License <br />Agreement <br />Guarantor: Carma Paso Robles, LLC, a Texas Limited Liability Company <br />Guarantor's Address: 11501 Alterra Pkwy 9100, Austin, Texas 78758 <br />To induce to the City of San Marcos, Texas (the "City"), to consent to the assignment of the License <br />Agreement to Kissing Tree Master Community, Inc. a Texas nonprofit corporation, Guarantor hereby <br />agrees as follows: <br />I. Guarantor guarantees the performance of Assignee's obligations under the License <br />Agreement. <br />2. This is a primary, irrevocable, and unconditional guaranty of performance and is <br />independent of Assignee's obligations under the License Agreement. <br />3. This guaranty will remain in effect regardless of any modification or extension of the <br />License Agreement until the end of the Term. <br />4. Guarantor's obligations will not be diminished by any compromise or release agreed on by <br />Assignee and the City of San Marcos or by the discharge, limitation, or modification of Assignee's <br />obligations in any bankruptcy or other debtor relief proceeding. <br />5. Texas law applies to the guaranty. <br />6. All notices required to be given to the Assignee shall also be given to Guarantor at the same <br />time such notices are given to the Assignee. Such notices shall be sent to Guarantor at the address above <br />and in the manner set forth in Section 16 of the License. <br />7. In response to any claim asserted by the City, Guarantor waives its rights to assert <br />any of the following defenses: <br />a. that the City lacked diligence in pursuing its claim; that the City failed to <br />adequately pursue recourse against the Assignee; that the City contributed to the loss or <br />impairment of any rights of subrogation or reimbursement held by Guarantor; as a defense, <br />WEST1278200210.2 <br />