Common use of Continuing Guaranty Clause in Contracts

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessLiabilities. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAdministrative Agent, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Administrative Agent in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Each Guarantor guarantees that the Guaranteed Obligations arising under successive transactions continuingwill be paid strictly in accordance with the terms of this Agreement, compromisingthe Notes and the other Loan Documents. Each Guarantor agrees that the Guaranteed Obligations and Loan Documents may be extended or renewed, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied Loans repaid and reborrowed in whole or in part, without notice to or assent by such Guarantor, and that it will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any Guaranteed Obligations or Loan Documents, or any repayment and reborrowing of Loans. To the maximum extent permitted by applicable law, the obligations of each Guarantor hereby waives any right to revoke under this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the foregoing waiverterms hereof under any circumstances whatsoever, each Guarantor acknowledges and agrees that including: (a) no such revocation shall be effective until written notice thereof has been received by Beneficiariesany extension, renewal, modification, settlement, compromise, waiver or release in respect of any Guaranteed Obligations; (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, renewal, amendment, modification, rescission, waiver or renewal thereofrelease in respect of any Loan Documents; (c) any release, exchange, substitution, non-perfection or invalidity of, or failure to exercise rights or remedies with respect to, any direct or indirect security for any Guaranteed Obligations, including the release of any Guarantor or other Person liable on any Guaranteed Obligations; (d) any change in the interest ratecorporate existence, payment termsstructure or ownership of the Company, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borroweror any insolvency, bankruptcy, reorganization or from other similar proceeding affecting the Company, such Guarantor, any other source, prior to the date Guarantor or any of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and their respective assets; (e) the existence of any payment by Borrower claim, defense, set-off or from other rights or remedies which such Guarantor at any source time may have against the Company, or the Company or such Guarantor may have at any time against the Agent, any Bank, any other Guarantor or any other Person, whether in connection with this Guaranty, the Loan Documents, the transactions contemplated thereby or any other transaction other than by the payment in full by the Company of the Guaranteed Obligations after the termination of the Commitments of the Banks; (f) any invalidity or unenforceability for any reason of this Agreement or other Loan Documents, or any provision of law purporting to prohibit the payment or performance by the Company, such Guarantor subsequent or any other Guarantor of the Guaranteed Obligations or Loan Documents, or of any other obligation to the date of such revocation shall first be applied Agent or any Bank; or (g) any other circumstances or happening whatsoever, whether or not similar to that portion any of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderforegoing.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, (d) no payment by any Guarantor, BorrowerDebtor, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Debtor or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied is an absolute, unconditional and continuing guaranty of performance and payment of the Guaranteed Obligations. No notice of the Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingto which this Guaranty may apply, or renewing the Guarantied Obligationsof any renewal, changing the interest ratemodification, payment termsconsolidation, replacement, extension or other terms and conditions amendment thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in partneed be given to Guarantor and none of the foregoing acts will release Guarantor from liability hereunder. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that expressly waives: (a) no such revocation shall be effective until written demand for payment or performance, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Guaranteed Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Guaranteed Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any statute, law, rule or regulation; (d) no payment any and all rights or defenses arising by reason of election of remedies by Lender that destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including, without limitation, loss of rights Guarantor may suffer by reason of any Guarantorlaw limiting, Borrower, qualifying or from any other source, prior to discharging the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and Guaranteed Obligations; (e) any payment disability or other defense of Borrower of any other guarantor, or of any other person, or by Borrower or reason of the cessation of Borrower’s liability from any source cause whatsoever, other than such payment in full in legal tender of the Guaranteed Obligations; (f) any right to claim discharge of the Guaranteed Obligations on the basis of impairment of any collateral for the Guaranteed Obligations; (g) any defenses given to Guarantor subsequent by any failure, neglect or omission by Lender to perfect in any manner the collection of the Guaranteed Obligations or the security given therefor, including the failure or omission to seek a deficiency judgment against Borrower; and (h) any and all other defenses of Borrower pertaining to the date Guaranteed Obligations, including any Borrower counterclaim or claim of such revocation shall first recoupment or setoff except the defense of discharge by payment. Guarantor will not be applied exonerated with respect to that portion Guarantor’s liability under this Guaranty by any act or thing except payment or performance of the Guarantied Obligations as Guaranteed Obligations. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to which the revocation public policy or law. If such waiver is determined to be contrary to any applicable law or public policy, such waiver will be effective and which are not, therefore, guarantied hereunder, and only to the extent so applied shall not reduce permitted by law or public policy. Without limiting the maximum obligations generality of such the foregoing, Guarantor hereunderwaives any setoff or offset rights that Guarantor might otherwise have under applicable law, as amended from time to time (or under any corresponding present or future rule of law in any jurisdiction) by reason of any release of fewer than all persons who have guaranteed performance of the Guaranteed Obligations.

Continuing Guaranty. This Guaranty Agreement includes Guarantied all present and future Guaranteed Obligations arising including any under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty Agreement as to future IndebtednessGuaranteed Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (ai) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent and Lenders, (bii) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on the date of receipt by Agent and Lenders of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (ciii) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent and Lenders in existence on the date of such revocation, (div) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Agent and Lenders’ receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (ev) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder. This Agreement shall be binding upon Guarantor, its successors and assigns and inure to the benefit of and be enforceable by Agent and Lenders and their successors, transferees, or assigns.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingGuarantor hereby unconditionally guarantees and promises to pay on demand to Silicon, compromising, extending, increasing, modifying, releasingat the address indicated above, or renewing at such other address as Silicon may direct, in lawful money of the Guarantied ObligationsUnited States, changing and to perform for the interest ratebenefit of Silicon, payment termsall Indebtedness of Borrower now or hereafter owing to or held by Silicon. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or other terms and conditions thereofhereafter made, incurred, or creating created, whether directly to Silicon or acquired by Silicon by assignment or otherwise, or held by Silicon on behalf of others, however arising, whether voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated, certain or uncertain, determined or undetermined, monetary or nonmonetary, written or oral, and whether Borrower may be liable individually or jointly with others, and regardless of whether recovery thereon may be or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or otherwise unenforceable; and (b) any and all amendments, modifications, renewals and extensions of any or all of the foregoing, including without limitation amendments, modifications, renewals and extensions which are evidenced by any new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in whole endeavoring to collect or in part. To the maximum extent permitted by law, each Guarantor hereby waives enforce any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding of the foregoing waiveragainst Borrower, each Guarantor, or any other person liable thereon (whether or not suit be brought) and any other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall also include Borrower in its capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and any trustee, custodian or receiver for Borrower or any of its assets, should Borrower hereafter become the subject of any bankruptcy or insolvency proceeding, voluntary or involuntary; and all indebtedness, liabilities and obligations incurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, from time to time, be given by Silicon to Borrower in Silicon's sole discretion, but Guarantor acknowledges and agrees that (a) no acceptance by Silicon of this Guaranty shall not constitute a commitment of any kind by Silicon to extend such revocation credit or other financial accommodation to Borrower or to permit Borrower to incur Indebtedness to Silicon. All sums due under this Guaranty shall be effective bear interest from the date due until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply the date paid at the highest rate charged with respect to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderIndebtedness.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtednessindebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesFoothill, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Foothill in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by any Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received and acknowledged by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereofthereof to the extent permitted by law), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are is not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. THIS GUARANTY IS AN ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTEE. This Guaranty includes Guarantied extends to all Guaranteed Obligations arising under successive transactions continuingcontracted or owing by Borrower to Bank now and at any time prior to Bank's return of this Guaranty to Guarantor or the termination of this Guaranty pursuant to the provisions of this paragraph, compromisingeven though from time to time and for extended periods of time there may be no debt or obligation owed to Bank by Borrower. Subject to the following provisions, extending, increasing, modifying, releasing, or renewing Guarantor shall have the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke terminate this Guaranty as to future Indebtedness. If such a revocation is at any time effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that ten (a10) no such revocation shall be effective until days after receipt by Bank of written notice thereof has been received by Beneficiariesof Guarantor's intention to terminate this Guaranty. Such termination will not affect Guarantor's obligations with respect to, (b) no and this Guaranty will remain in full force and effect with respect to, all of the Guaranteed Obligations then due and owing or then contracted for or existing, whether or not yet due, at the time such revocation shall apply notice becomes effective, and all obligations described in paragraph 4.e. of this Guaranty, whether then existing or arising in the future, and also with respect to any Guarantied Obligations in existence on such date (including any subsequent continuationloans, extensionextensions of credit, or renewal thereof, or change in the interest rate, payment terms, or and other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other sourcefinancial accommodations which, prior to the date effectiveness of such revocationnotice, shall reduce Bank may have committed to make to Borrower (regardless of whether Bank waives any default or condition precedent to the maximum obligation making of such Guarantor hereunderloans, extensions of credit, or other financial accommodations), together with all interest thereon and (e) any payment by Borrower or from any source other than all expenses, including costs of collection and attorneys' fees, with respect to such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderthis Guaranty.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, the Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by the Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.

Continuing Guaranty. (a) Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each other Loan Party to the Guaranteed Parties, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Guaranteed Parties in connection with the collection or enforcement thereof, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive absent manifest error for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty includes Guarantied shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingor any instrument or agreement evidencing any Guaranteed Obligations, or renewing by the Guarantied Obligationsexistence, changing the interest ratevalidity, payment termsenforceability, perfection, non‑perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other terms than full payment and conditions thereofperformance), and each Guarantor hereby irrevocably waives any defenses it may now have or creating new hereafter acquire in any way relating to any or additional Guarantied all of the foregoing. (b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Guaranteed Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations after prior Guarantied of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations have been satisfied in whole or in partof each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Guaranteed Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Guaranteed Party under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor hereby waives any right to revoke this Guaranty and each other guarantor so as to future Indebtedness. If such a revocation is effective notwithstanding maximize the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date aggregate amount paid to the extent made Guaranteed Parties under or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion respect of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderLoan Documents.

Continuing Guaranty. This Limited Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, may not be revoked or renewing terminated and shall remain in full force and effect until all of the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Guaranteed Obligations have been satisfied indefeasibly paid in full. Notwithstanding the foregoing, or anything express or implied in this Limited Guaranty or otherwise, this Limited Guaranty shall terminate and the Guarantors shall have no further obligations under or in connection with this Limited Guaranty as of the earliest of: (i) the Effective Time, if the Closing occurs; (ii) termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where the Parent Termination Fee is not payable, the Damages Remedy is not available and there are no unpaid expense reimbursement or indemnification obligations pursuant to Section 5.5(b) of the Merger Agreement; (iii) the receipt by the Guaranteed Party of the payment in full of all of the Guaranteed Obligations payable under this Limited Guaranty; and (iv) the termination of the Merger Agreement pursuant to Section 7.1(b)(i) thereof (unless the Guaranteed Party shall have previously commenced litigation against the Guarantors under this Limited Guaranty, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantors of any obligations finally determined or agreed to be owed by the Guarantors, consistent with the terms hereof). Upon such termination of this Limited Guaranty, no Guarantor shall have any further liability hereunder. Notwithstanding the foregoing, or anything express or implied in this Limited Guaranty or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting each Guarantor’s liability to its respective Cap or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part. To , asserts that any Guarantor is liable in respect of Guaranteed Obligations in excess of or to a greater extent than its Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guaranty, the maximum extent permitted Equity Funding Letters, the Rollover Letter, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 8 hereof) asserted by lawthe Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, each then: (i) the obligations of the Guarantors under or in connection with this Limited Guaranty shall terminate ab initio and be null and void; (ii) if any Guarantor hereby waives has previously made any right to revoke payments under or in connection with this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiverLimited Guaranty, each Guarantor acknowledges and agrees that (a) no such revocation it shall be effective until written notice thereof has been received by Beneficiariesentitled to recover and retain such payments; and (iii) neither the Guarantors nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guaranty, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuationincluding, extensionwithout limitation, the Equity Funding Letters and the Rollover Letter), or renewal thereof, the transactions contemplated hereby or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderthereby.

Continuing Guaranty. The Company hereby absolutely and unconditionally guarantees, as a guaranty of payment and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the Credit Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Credit Parties in connection with the collection or enforcement thereof, the “Guarantee Obligations”). The Administrative Agent’s books and records showing the amount of the Guarantee Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Company, and conclusive for the purpose of establishing the amount of the Guarantee Obligations absent manifest error. This Guaranty includes Guarantied shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantee Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingor any instrument or agreement evidencing any Guarantee Obligations, or renewing by the Guarantied Obligationsexistence, changing the interest ratevalidity, payment termsenforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantee Obligations which might otherwise constitute a defense to the obligations of the Company under this Guaranty (other terms than full payment and conditions thereofperformance), or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To and the maximum extent permitted by law, each Guarantor Company hereby irrevocably waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply defenses it may now have or hereafter acquire in any way relating to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion all of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderforegoing.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromising, extending, increasing, modifying, releasing, or renewing unconditional and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantors hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantors and none of the foregoing acts shall release the Guarantors from liability hereunder. Each Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Issuer pertaining to the Obligations except for the defense of discharge by payment. No Guarantor shall be exonerated with respect to such Guarantors’ liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of each Guarantor and that the covenants, agreements and all obligations of the Guarantors hereunder be absolute, unconditional and irrevocable. Each Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Issuer or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Trustee and the Holders is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Issuer to the date of such revocation, shall reduce Trustee and the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderHolders.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromising, extending, increasing, modifying, releasing, or renewing unconditional and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Agent is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to the date of such revocation, shall reduce Agent and the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderBanks.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, releasing or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuaranteed Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiariesthe Administrative Agent, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on the date of receipt by the Administrative Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Creditors in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of the Administrative Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor the Guarantors subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor the Guarantors hereunder.

Continuing Guaranty. 01Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty includes Guarantied shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingor any instrument or agreement evidencing any Obligations, or renewing by the Guarantied Obligationsexistence, changing the interest ratevalidity, payment termsenforceability, perfection, non-perfection or extent of any collateral therefor, or other terms and conditions thereofby any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by lawany of them, under this Guaranty, and each Guarantor hereby irrevocably waives any right defenses it may now have or hereafter acquire in any way relating to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding any or all of the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion payment in full of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderObligations).

Continuing Guaranty. This Limited Guaranty includes Guarantied may not be revoked or terminated and shall remain in full force and effect and shall be binding on each Guarantor, its successors and permitted assigns until the payment and satisfaction in full of the Obligations arising of such Guarantor (up to such Guarantor’s Per Claim Cap and Individual Cap). Notwithstanding the foregoing, this Limited Guaranty shall terminate and the Guarantors shall have no further obligations under successive transactions continuingthis Limited Guaranty as of the earliest to occur of (i) the consummation of the Closing, compromising(ii) the termination of the Merger Agreement in accordance with its terms under circumstances in which the Buyer would not be obligated to pay the Buyer Termination Fee and (iii) the six-month anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which the Buyer would be obligated to pay the Buyer Termination Fee if the Guaranteed Party has not presented a claim for payment of any Obligations to the Buyer or any Guarantor by such six-month anniversary (or, extendingif the Guaranteed Party has made a claim under this Limited Guaranty prior to such date, increasingthen the earliest of (w) a final, modifying, releasing, or renewing non-appealable Order resolving such claim determining that the Guarantied Buyer does not have any liability to TGE that gives rise to Obligations, changing (x) payment of the interest rateamounts due and owing in respect of the Obligations as determined in a final, non-appealable Order resolving such claim and (y) a written agreement among the Guarantors and the Guaranteed Party terminating the obligations of the Guarantors pursuant to this Limited Guaranty), and (iv) payment termsof the Obligations (subject to the Cap and each Guarantor’s Per Claim Cap and Individual Cap, as applicable). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or their respective successors and assigns asserts in any litigation or other terms and conditions thereofproceeding that the provisions of Section 1 hereof limiting any Guarantor’s liability to such Guarantor’s Per Claim Cap or Individual Cap, as applicable (or creating new limiting the aggregate liability of the Guarantors to the Cap) or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied that any other provisions of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part. To part in accordance with its terms, or asserts any theory of liability against any Guarantor or any Non-Recourse Party with respect to the maximum transactions contemplated by the Merger Agreement other than (a) liability of any Guarantor under this Limited Guaranty (as limited by the provisions of Section 1 hereof) or (b) to the extent permitted by lawSection 4 of the Equity Commitment Letter, each then (i) the obligations of the Guarantors under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (ii) if any Guarantor hereby waives has previously made any right to revoke payments under this Guaranty as to future Indebtedness. If Limited Guaranty, such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no entitled to recover such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in payments from the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunderGuaranteed Party, and (eiii) no Guarantor or any payment by Borrower or from Non-Recourse Parties shall have any source other than such Guarantor subsequent liability to the date Guaranteed Party or any of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and its Affiliates with respect to the extent so applied shall not reduce Merger Agreement, the maximum obligations of such Guarantor hereunderEquity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guaranty.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent in existence on the date of such revocation, (d) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Borrowers or from any source other than such Guarantor the Guarantors subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor the Guarantors hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessObligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such any Guarantor hereunder, and (e) any payment by Borrower or from any source other than such a Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such any Guarantor hereunder.

Continuing Guaranty. Assignments under the Term Loan Agreement. There are no conditions precedent to the effectiveness of this Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms is a continuing guaranty and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that shall: (a) remain in full force and effect, except with respect to any Guarantor released from its obligations hereunder pursuant to Section 10.01(e) of the Term Loan Agreement, until all Guaranteed Obligations (other than contingent reimbursement or indemnification obligations for which no claim has been made) are paid in full in immediately available funds and the Commitments are terminated (“Payment in Full”). Notwithstanding the foregoing, in the event that any payment by or on behalf of the Borrower or any Guarantor is made, or any Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such revocation payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, this Guaranty shall be effective until written notice thereof automatically revived and reinstated in full force and effect in respect of the amount of such payment or proceeds, all as if such payment had not been made or such setoff had not occurred and whether or not such Lender Party is in possession of or has been received by Beneficiariesreleased this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty; (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms be binding upon each Guarantor and conditions thereof), its successors and assigns; and (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and their respective successors, permitted transferees and permitted assigns, provided that, notwithstanding anything contained in this Guaranty to the contrary, no beneficiary of this Guaranty other than the Administrative Agent shall have any right individually to enforce this Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent on behalf of the beneficiaries hereof in accordance with the terms hereof. By accepting the benefit of this Guaranty, each such revocation shall apply beneficiary agrees to the terms of this subsection (c). Without limiting the generality of the foregoing clause (c), subject to Section 10.06 of the Term Loan Agreement, any Guarantied Obligations made Lender Party may assign or created after such date otherwise transfer all or any portion of its rights and obligations under the Term Loan Agreement to the extent made permitted thereby (including, without limitation, all or created pursuant any portion of its Commitment, the Loans owing to a legally binding commitment of Beneficiaries in existence on it and the date of such revocation, (dNote or Notes held by it) no payment by any Guarantor, Borrower, or from to any other sourcePerson, prior and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the date provisions of the Term Loan Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender or the Administrative Agent in accordance with the Term Loan Agreement, such revocation, Person shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent be entitled to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderbenefits hereof.

Continuing Guaranty. This Guaranty includes includes, but is not limited to, Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesLender, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Lender of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment agreement of Beneficiaries Lender in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Lender’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, discount rate, any charge or fee, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that that, to the fullest extent permitted by applicable law, (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesLender, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Lender of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Lender in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Lender’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.. 

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuaranteed Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied Guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied (a) WII guarantees that the Guaranteed Obligations arising under successive transactions continuingshall be paid strictly in accordance with the terms of this Agreement and the other Loan Documents; provided that if payment in respect of any Guaranteed Obligations shall be due in a currency other than Dollars and if, compromisingby reason of any legal prohibition, extendingdisruption of currency or foreign exchange markets, increasing, modifying, releasing, war or renewing the Guarantied Obligations, changing the interest ratecivil disturbance or other event, payment termsof such Guaranteed Obligations in such currency shall be impossible or, in the reasonable judgment of the Administrative Agent or other terms any Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent or such Lender, WII shall make payment of the Dollar Equivalent of such Guaranteed Obligations and conditions thereofshall indemnify the Administrative Agent or such Lender against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. WII agrees that, to the maximum extent permitted by applicable law, the Guaranteed Obligations and Loan Documents to which any Borrower is a party may be extended or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by WII, and that WII shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans to the Borrowers. The obligations of WII under this Guaranty are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrowers under this Agreement or any other Loan Document or any substitution, release or exchange of any other guarantee of or security for the Obligations. To the maximum extent permitted by applicable law, each Guarantor hereby waives except as otherwise expressly provided in this Agreement or any right other Loan Document to revoke which WII is a party, the obligations of WII under this Guaranty as shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof under any circumstances whatsoever, including: (i) any modification, amendment, supplement, renewal, extension for any period, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations, or of this Agreement or any other Loan Document executed in connection herewith, or any contract or understanding among the Borrowers, the Administrative Agent, the Issuing Bank and/or the Lenders, or any other Person, pertaining to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiverGuaranteed Obligations; (ii) any adjustment, each Guarantor acknowledges and agrees indulgence, forbearance or compromise that might be granted or given by the Lenders to WII, any Borrower or any other Person liable on the Guaranteed Obligations; (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of WII, any Borrower or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution or winding up of WII or any Borrower, or any sale, lease or transfer of any or all of the assets of WII or any Borrower, or any changes in the shareholders of WII or any Borrower, or any reorganization of WII or any Borrower; (iv) 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 the fact that (aA) no such revocation shall be effective until written notice the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, (B) the act of creating the Guaranteed Obligations, or any part thereof is ultra v▇▇▇▇, (C) the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations or any part thereof violate applicable usury laws, (E) WII or any Borrower has valid defenses, claims, and offsets (whether at law or in equity, by agreement or by statute) which render the Guaranteed Obligations wholly or partially uncollectible from WII or any Borrower, (F) the creation, performance, or repayment of the Guaranteed Obligations (or execution, delivery and performance of any document or instrument representing any part of the Guaranteed Obligations or executed in connection with any of the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) this Agreement, any other Loan Document, or any other document or instrument pertaining to any of the Guaranteed Obligations has been received by Beneficiaries, forged or otherwise is irregular or not genuine or authentic; (bv) no such revocation shall apply to any Guarantied full or partial release of the liability of WII or any Borrower on the Guaranteed Obligations in existence on such date (including or any subsequent continuation, extension, or renewal part thereof, or change 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 WII that WII may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and that WII has not been induced to enter into this Guaranty on the interest ratebasis of a contemplation, payment termsbelief, understanding or agreement that any other Person shall be liable to perform the Guaranteed Obligations or that the Administrative Agent or any Lender shall look to any other Person to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guaranty, or other terms and conditions thereof)assurance of payment, for all or any part of the Guaranteed Obligations; (cvii) no any release, surrender, exchange, subordination, deterioration, waste, loss or 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; (viii) the failure of the Administrative Agent, the Lenders, the Issuing Bank or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such revocation collateral, property or security; (ix) the fact that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall apply not be properly perfected or created, or shall prove to be unenforceable or subordinate to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries other Lien; it being recognized and agreed by WII that WII is not entering into this Guaranty in existence on the date of such revocation, (d) no payment by any Guarantor, Borrowerreliance on, or from in contemplation of the benefits of, the validity, enforceability, collectibility or value of any other source, prior to of the date of such revocation, shall reduce collateral for the maximum obligation of such Guarantor hereunder, and Guaranteed Obligations; (ex) any payment by any Borrower or from any source other than such Guarantor subsequent WII to the date Administrative Agent or any Lender is held to constitute a preference under bankruptcy or insolvency laws, or for any other reason either the Administrative Agent or any Lender is required to refund such payment or pay such amount to any Borrower, WII or any other Person; or (xi) any other action taken or omitted to be taken with respect to this Agreement, any other Loan Document, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices WII or increases the likelihood that WII shall be required to pay the Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of such revocation WII that WII shall first be applied obligated to that portion 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, except for the full and final payment and satisfaction of the Guarantied Guaranteed Obligations after the termination of all of the Commitments. (b) WII further agrees that, to the fullest extent permitted by law, as between WII, or the one hand, and the Lenders and the Administrative Agent, on the other hand, (i) the maturity of the Obligations may be accelerated as provided in Section 9.01 for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing the acceleration of the Obligations as to which against any Borrower and (ii) in the revocation is effective event of any purported acceleration (whether by declaration or automatic) of the Obligations as provided in Section 9.01, the Obligations (whether or not due and which are not, therefore, guarantied hereunder, payable) shall forthwith become due and to payable by WII for the extent so applied shall not reduce the maximum obligations purpose of such Guarantor hereunderthis Guaranty.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are is not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. (a) This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing and the Guarantied Obligations, changing obligations of the interest rate, payment terms, or other terms Guarantor hereunder shall be continuing and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied irrevocable until the Obligations have been satisfied in whole full. Notwithstanding the foregoing or anything else set forth herein, and in partaddition thereto, if at any time all or any part of any payment received by the Class B Special Limited Partner [or the Housing Authority] from a Guarantor under or with respect to this Guaranty is or must be rescinded or returned for any reason whatsoever (including, but not limited to, determination that said payment was an avoidable preference or fraudulent transfer under insolvency, bankruptcy or reorganization laws), then Guarantor’s obligations hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous receipt of payment by the Class B Special Limited Partner [or the Housing Authority, as the case may be,] and Guarantor’s obligations hereunder shall continue to be effective or be reinstated as to such payment, all as though such previous payment to the Class B Special Limited Partner had never been made. To The provisions of the maximum extent permitted by lawforegoing sentence shall survive termination of this Guaranty, and shall remain a valid and binding obligation of each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, satisfied. (b) no such revocation shall apply The Class B Special Limited Partner, in its sole discretion, and subject to the terms and conditions of the Partnership Agreement, may at any Guarantied Obligations time enter into agreements to amend, modify or change the Addendum or any document or agreement relating in existence on such date (including any subsequent continuation, extension, or renewal way to the terms and provisions thereof, or change in may at any time waive or release any provision or provisions thereof and, with reference thereto, may make and enter into all such agreements as the interest rateClass B Special Limited Partner may deem proper or desirable, payment terms, without any notice or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or further assent from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) without in any payment by Borrower manner impairing or from affecting this Guaranty or any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which rights of [the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum each] Guarantor’s obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby absolutely, knowingly, unconditionally, and expressly waives and agrees not to assert any right it has under Section 2815 of the California Civil Code, or otherwise, to revoke this Guaranty as to future Indebtednessindebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesBank, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Bank in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. Guaranty . Each Guarantor, jointly and severally with the other Guarantors, hereby absolutely, irrevocably and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all reasonable and documented out-of-pocket costs, attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under Section 10.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent demonstrable error. This Guaranty includes Guarantied shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingor any instrument or agreement evidencing any Guaranteed Obligations, or renewing by the Guarantied Obligationsexistence, changing the interest ratevalidity, payment termsenforceability, perfection, non-perfection or extent of any collateral therefor, or other terms by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply defenses it may now have or hereafter acquire in any way relating to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion all of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderforegoing.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesLender, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Lender in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied ------------------- Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, and (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Debtor or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder. The foregoing notwithstanding, this Guaranty will terminate at such time as FRI-MRD Corporation, a Delaware corporation, no longer owns any Stock of Guarantor.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingIn order to induce the Lenders and the L/C Issuers to make Credit Extensions to the Borrowers and to induce the Secured Parties to enter into Secured Lender Arrangements, compromisingthe Company hereby absolutely, extendingunconditionally and irrevocably, increasing, modifying, releasing, or renewing for the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, benefit of each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that Secured Party: (a) no guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing, whether for principal, interest (including interest accruing at the then Applicable Rate as provided in this Agreement after the occurrence of any Default set forth in Section 8.01(e) or Section 8.01(f), whether or not a claim for post-filing or post-petition interest is allowed under applicable Law following the institution of a proceeding under any Debtor Relief Law), fees, reimbursement obligations with respect to Letters of Credit or otherwise, expenses or otherwise (including all such revocation shall be effective until written notice thereof has been received by Beneficiaries, amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code (11 U.S.C. §362(a)) and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code (11 U.S.C. §502(b) and §506(b)) or similar provisions under any other Debtor Relief Laws); and (b) no such revocation shall apply to indemnifies and holds harmless each Secured Party for any Guarantied Obligations in existence on such date and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by such Secured Party in enforcing any subsequent continuationrights under this guaranty; provided that the Company shall only be liable under this guaranty for the maximum amount of such liability that can be hereby incurred without rendering this guaranty, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date as it relates to the extent made Company, voidable under applicable Law relating to fraudulent conveyance or created pursuant to fraudulent transfer, and not for any greater amount. This guaranty constitutes a legally binding commitment guaranty of Beneficiaries in existence on payment when due and not of collection, and the date of such revocationCompany specifically agrees that it shall not be necessary or required that any Secured Party exercise any right, (d) no payment by assert any Guarantor, Borrower, claim or from demand or enforce any remedy whatsoever against any other source, prior Loan Party or any other Person before or as a condition to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion obligations of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor Company hereunder.

Continuing Guaranty. This Guaranty includes Guarantied ------------------- Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, (d) no payment by any Guarantor, BorrowerDebtor, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Debtor or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. (a) This Guaranty includes Guarantied Obligations arising shall be enforceable against each of the Guarantors without the necessity for any suit or proceedings on Landlord's part of any kind or nature whatsoever against Tenant, and without the necessity of any notice of nonpayment or nonperformance (except as may be required under successive transactions continuing, compromising, extending, increasing, modifying, releasingthe Lease), or renewing the Guarantied Obligationsnonobservance of any notice of acceptance of this Guaranty or of any other notice of demand to which each Guarantor might otherwise be entitled, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, all of which each Guarantor hereby waives any right to revoke expressly waives; and each of the Guarantors hereby expressly agrees that the validity of this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding and the foregoing waiver, obligations of each Guarantor acknowledges and agrees that (a) no such revocation hereunder shall in nowise be effective until written notice thereof has been received terminated, affected, diminished or impaired by Beneficiaries, reason of the assertion or the failure to assert by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. (b) This Guaranty shall be a continuing Guaranty, and the liability of each Guarantor hereunder shall in no way be affected, modified or diminished by reason of any assignment by Tenant, or by reason of any dealings or transactions or matter or thing occurring between Landlord and Tenant, or by reason of any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership or trusteeship affecting Tenant, whether or not notice thereof or of any thereof is given to Guarantors. Guarantors agree that, in the event of the rejection or disaffirmance of the Lease by Tenant or Tenant's trustee in bankruptcy pursuant to bankruptcy law or any other law affecting creditor rights, Guarantors shall, if Landlord so requests, select one of the Guarantors, reasonably satisfactory to Landlord, to have all of the rights and obligations of Tenant under the Lease and such Guarantor shall assume all obligations and liabilities of Tenant under the Lease, to the same extent as if such Guarantor had become originally named instead of Tenant as a party to such document and there had been no such revocation rejection or disaffirmance, and such Guarantor shall apply to any Guarantied Obligations affirm such assumption in existence on writing at the request of Landlord upon or after such date (including any subsequent continuationrejection or disaffirmance. Such Guarantor, extensionupon such assumption, or renewal thereof, or change in shall have all rights of Tenant under the interest rate, payment terms, or other terms and conditions thereof), Lease. (c) no such revocation Each Guarantor hereby consents that the obligations and liabilities of Tenant under the Lease may, from time to time, be renewed, extended, amended, modified, compromised, released or waived by Landlord, all without notice to or assent by Guarantors, and each Guarantor shall apply to any Guarantied Obligations made remain bound hereunder in respect of the obligations of Tenant under the Lease as same shall have been renewed, extended, modified, compromised, released or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any waived. A Guarantor, Borrower, or from any other source, prior to the date of such revocation, 's obligations hereunder shall reduce the maximum obligation of not terminate notwithstanding that such Guarantor hereunder, and (e) any payment by Borrower has transferred its interest in Tenant to another entity or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderperson.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesSecured Parties, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Secured Parties in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtednessindebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesFoothill, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Foothill in existence on the date of such revocation, (d) no payment by any Guarantor, a Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied ------------------- Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, and (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Debtor or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part10. To the maximum extent permitted by law, each 01Guaranty. Each Guarantor hereby waives absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any right and all Secured Obligations (for each Guarantor, subject to revoke the proviso in this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiversentence, each Guarantor acknowledges and agrees its “Guaranteed Obligations”); provided that (a) no the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such revocation shall be effective until written notice thereof has been received by Beneficiaries, Guarantor and (b) no the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such revocation indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall apply be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion all of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderforegoing.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtednessindebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesFoothill, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Foothill in existence on the date of such revocation, (d) no payment by any Guarantor, a Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by a Borrower or from any source other than such Guarantor Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations, except as expressly set forth at Section 2(c) of this Guaranty. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, Trustee, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), , (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Trustee in existence on the date of such revocation, , (d) no payment by any Guarantor, BorrowerCTI, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and and (e) any payment by Borrower CTI or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, discount rate, any charge or fee, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesWFB, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by WFB of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries WFB in existence on the date of such revocation, (d) no payment by any Guarantor, BorrowerClient, or from any other source, prior to the date of WFB’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Client or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED, DURATION OF GUARANTY. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingwill take effect when received by Lender without the necessity of any acceptance by ▇▇▇▇▇▇, or renewing any notice to Guarantor or to Borrower, and will continue in full force until all the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations indebtedness shall have been fully and finally paid and satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke and all of Guarantor’s other obligations under this Guaranty as to future Indebtednessshall have been performed in full. If such Release of any other guarantor or termination of any other guaranty of the indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revocation revolving line of credit and it is effective notwithstanding specifically anticipated that fluctuations will occur in the foregoing waiveraggregate amount of the indebtedness, each Guarantor specifically acknowledges and agrees that fluctuations in the amount of the indebtedness, even to zero dollars (a$ 0.00), shall not constitute a termination of this Guaranty. Guarantor’s liability under this Guaranty shall terminate only upon (A) no such revocation shall be effective until written notice thereof has been received termination in writing by Beneficiaries▇▇▇▇▇▇▇▇ and Lender of the line of credit, (bB) no such revocation shall apply to any Guarantied Obligations payment of the indebtedness in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change full in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunderlegal tender, and (eC) any payment by Borrower or from any source in full in legal tender of all of Guarantor’s other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderunder this Guaranty.

Continuing Guaranty. This Subject to the terms of Section 22 hereof, until all obligations of the Borrower to the Agent and the Lenders under the Loan Documents are fulfilled to the satisfaction of the Agent and the Lenders and each and every of the terms, covenants and conditions of this Guaranty includes Guarantied Obligations arising under successive transactions continuingare fully performed and the Loan are fully repaid, compromisingno Guarantor shall be released by any act or thing which might, extendingbut for this provision, increasing, modifying, releasingbe deemed a legal or equitable discharge of a surety, or renewing by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Guarantied Obligations, changing the interest rate, payment termsAgent or any Lender or its failure to proceed promptly or otherwise, or other terms by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of the Guarantor or by reason of any further dealings between the Borrower and conditions thereofthe Agent or any of the Lenders, whether relating to the Loan or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To otherwise, and the maximum extent permitted by law, each Guarantor hereby expressly waives and surrenders any right defenses to revoke its liability hereunder based upon any of the foregoing acts, omissions, things or agreements or waivers of the Agent or any of the Lenders; it being the purpose and intent of this Guaranty as to future Indebtednessthat the obligations of the Guarantor hereunder are absolute and unconditional under any and all circumstances. If such a revocation is effective notwithstanding The Guarantor has also executed the foregoing waiver, each Guarantor acknowledges Payment Guaranty and agrees that the Operating Deficit Guaranty in favor of the Agent and the Lenders and (a) no such revocation payment or performance by the Guarantor of its obligations under this Guaranty shall be effective until written notice thereof has been received by Beneficiariesnot decrease the Guarantor's liability under the Payment Guaranty or the Operating Deficit Guaranty, and (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, payment or renewal thereof, performance by the Guarantor under the Payment Guaranty or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied Operating Deficit Guaranty shall not reduce decrease or diminish the maximum obligations of such Guarantor hereunderGuarantor's liability under this Guaranty.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromisingunconditional, extending, increasing, modifying, releasing, or renewing complete and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Issuer pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Issuer or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Purchasers is not intended to, and does not release any liability previously existing of any other guarantor or surety of any indebtedness of the Issuer to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderPurchasers.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromising, extending, increasing, modifying, releasing, or renewing unconditional and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor’s liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Lender is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderLender.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtednessindebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent and Lenders, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent and Lenders in existence on the date of such revocation, (d) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such any Guarantor hereunder, and (e) any payment by any Borrower or from any source other than such Guarantor any Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such any Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no This Guaranty is an unconditional, irrevocable and continuing guaranty of payment of the Obligations. No notice of the Obligations to which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor; provided, however, that Minnetronix shall notify Guarantor promptly of any default by QIG of the Obligations, but any delay by Minnetronix in giving such revocation notice shall be effective until written not constitute a waiver of its rights hereunder. The Guarantor hereby expressly waives (a) notice thereof has been received by Beneficiaries, of acceptance of this Guaranty and notice of any liability to which it may apply; and (b) no such revocation all other notices of any kind and description relating to creation of the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation. The Guarantor shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date not be exonerated with respect to the extent made Guarantor’s liabilities under this Guaranty except by the discharge or created pursuant to a legally binding commitment irrevocable payment of Beneficiaries in existence on the date Obligations, it being the purpose and intent of such revocationthis Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be irrevocable. (db) no payment by any Guarantor, Borrower, or from any other source, prior Notwithstanding anything to the date of such revocationcontrary set forth in Section 4(a) above, Minnetronix shall reduce have no legal right to enforce this Guaranty if the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion amount of the Guarantied Obligations as to which and/or whether the revocation Obligations are due and owing is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderbeing disputed in good faith by QIG.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions transactions, if any, continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such any Guarantor hereunder, and (e) any payment by Borrower or from any source other than such a Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such any Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromising, extending, increasing, modifying, releasing, or renewing unconditional and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Company pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor’s liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Company or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Purchasers is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Company to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderPurchasers.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing Subject to the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereofof this Guaranty, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in partthis Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Guaranteed Obligations. To the maximum extent permitted by lawunder applicable Law, each no notice of the Guaranteed Obligations to which this Guaranty may apply, or of any renewal or extension thereof, need be given to the Guarantor, and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment or performance, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or non-performance on any and all forms of the Guaranteed Obligations; (b) no notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other notices and demands of any kind and description relating to the Guaranteed Obligations now or hereafter provided for by any Law; and (d) any right the Guarantor may have, whether under Title 15 Okla. Stat. §§ 334, 337, 338 and 344, Title 12, Okla. Stat. § 686 or otherwise, to set-off of any other collateral or security given to secure the Guaranteed Obligations, against the Guaranteed Obligations. The Guarantor hereby acknowledges that the Administrative Agent and any holder of the Guaranteed Obligations may obtain other guarantees to secure payment of the Guaranteed Obligations, and the Guarantor expressly agrees that its liability hereunder shall not in any way be affected or impaired by the existence of such revocation shall apply guaranties and that its liability hereunder will be joint and several with all other Co-Obligors. Subject to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof)of this Guaranty, (c) no such revocation the Guarantor shall apply not be exonerated with respect to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment its liability under this Guaranty by any Guarantor, Borrower, act or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any thing except payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderGuaranteed Obligations.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, is a continuing guaranty and shall be binding upon Guarantor regardless of how long before or renewing after the Guarantied Obligations, changing date hereof Guaranteed Obligation was or is incurred. Credit may be granted or continued from time to time by the interest rate, payment terms, Lender to the Borrower without notice to or authorization from Guarantor regardless of the Borrower’s then-existing financial or other terms and conditions thereofcondition. Notwithstanding the foregoing, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in parthowever, Guarantor may limit its obligations hereunder by delivery of written notice to such effect to the Lender. To the maximum extent permitted by law, each Guarantor hereby waives any right Such notice will limit Guarantor’s obligations hereunder to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no Guaranteed Obligations incurred by the Borrower, or arising out of acts or omissions of the Borrower occurring, on or prior to a date five (5) Business Days after such revocation shall be effective until written notice thereof has been is received by Beneficiaries, Lender; (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuationextensions, extensionrenewals, or renewal thereof, or change in the interest rate, payment terms, or other terms modifications of such Guaranteed Obligations; and conditions thereof), (c) no any additional fees and expenses incurred by the Lender (including, without limitation, attorney’s fees and costs) in seeking to enforce or collect such revocation Guaranteed Obligations. Guarantor agrees that this Guaranty shall apply continue to be effective or shall be reinstated as the case may be if at any Guarantied Obligations made or created after such date time any payment to the extent made Lender of any of the Guaranteed Obligations is rescinded or created pursuant to a legally binding commitment must be restored or returned by the Lender upon the insolvency, bankruptcy or reorganization of Beneficiaries in existence on the date of Borrower, all as though such revocation, (d) no payment had not been made. In the event this Guaranty is preceded or followed by any Guarantorother agreement of suretyship or guaranty by Guarantor or others, Borrowerall shall be deemed to be cumulative, or from and the obligations of Guarantor hereunder shall be in addition to those stated in any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower suretyship or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderguaranty agreement.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor Guarantors hereby waives waive any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges Guarantors acknowledge and agrees agree that (a) no such revocation shall be effective until written notice thereof has been received and acknowledged by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereofthereof to the extent permitted by law), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any GuarantorGuarantors, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor Guarantors hereunder, and (e) any payment by Borrower or from any source other than such Guarantor Guarantors subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are is not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent in existence on the date of such revocation, (d) no payment by any such Guarantor, BorrowerDebtor, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Debtor or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part​ 10. To the maximum extent permitted by law, each 01Guaranty. Each Guarantor hereby waives absolutely and unconditionally, jointly and severally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any right and all Secured Obligations (for each Guarantor, subject to revoke the proviso in this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiversentence, each Guarantor acknowledges and agrees its “Guaranteed Obligations”); provided that (a) no the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such revocation shall be effective until written notice thereof has been received by Beneficiaries, Guarantor and (b) no such revocation the liability of each Guarantor individually with respect to this Guaranty shall apply be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion all of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderforegoing.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by any Borrower or from any source other than such a Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor Guarantors hereunder.

Continuing Guaranty. This Guaranty includes Guarantied (a) Each Guarantor guarantees that the Guaranteed Obligations arising under successive transactions continuingwill be paid strictly in accordance with the terms of this Agreement and the other Loan Documents. Each Guarantor agrees that, compromisingto the maximum extent permitted by applicable law, extendingthe Guaranteed Obligations and Loan Documents to which any Borrower is a party may be extended or renewed, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by any of the Guarantors, and that each Guarantor will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of the Guaranteed Obligations or such Loan Documents, or any repayment and reborrowing of Loans to any Borrower, or the expiration of the Letters of Credit. The obligations of each Guarantor under this Guaranty are joint and several and absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the other Guarantors under this Agreement or any other Loan Document or any substitution, release or exchange of any other guarantee of or security for the Obligations. To the maximum extent permitted by applicable law, except as otherwise expressly provided in this Agreement or any other Loan Document to which any Guarantor is a party, the obligations of each Guarantor hereby waives any right to revoke under this Guaranty as shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof under any circumstances whatsoever, including: (i) any modification, amendment, supplement, renewal, extension for any period, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations, or of this Agreement or any other Loan Document executed in connection herewith, or any contract or understanding among the Bermuda Parent, U.S. Holdings, U.S. Borrower, the Canadian Borrower, either Agent and/or the Lenders, or any other Person, pertaining to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiverGuaranteed Obligations; (ii) any adjustment, each indulgence, forbearance or compromise that might be granted or given by the Lenders to any Guarantor, any Obligor, or any other Person liable on the Guaranteed Obligations; (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Guarantor, the U.S. Borrower, the Canadian Borrower or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Guarantor acknowledges and agrees or any Borrower or any sale, lease or transfer of any or all of the assets of any Guarantor or any Borrower, or any changes in the shareholders of any Guarantor or any Borrower, or any reorganization of any Guarantor or any Borrower; (iv) 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 the fact that (aA) no such revocation shall be effective until written notice the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (B) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (C) the officers or representatives executing the documen▇▇ ▇▇ otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations or any part thereof violate applicable usury laws, (E) any Guarantor or any Borrower has valid defenses, claims and offsets (whether at law or in equity, by agreement or by statute) which render the Guaranteed Obligations wholly or partially uncollectible from any Guarantor or any Borrower, (F) the creation, performance or repayment of the Guaranteed Obligations (or 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, legally impossible or unenforceable, or (G) this Agreement, any other Loan Document, or any other document or instrument pertaining to the Guaranteed Obligations has been received by Beneficiaries, forged or otherwise is irregular or not genuine or authentic; (bv) no such revocation shall apply to any Guarantied full or partial release of the liability of any Guarantor or any Borrower on the Guaranteed Obligations in existence on such date (including or any subsequent continuation, extension, or renewal part thereof, or change 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 such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and that such Guarantor has not been induced to enter into this Guaranty on the interest ratebasis of a contemplation, payment termsbelief, understanding or agreement that any other Person will be liable to perform the Guaranteed Obligations, or that any Agent or any Lender will look to any other Person to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guaranty, or other terms and conditions thereof)assurance of payment, for all or any part of the Guaranteed Obligations; (cvii) no any release, surrender, exchange, subordination, deterioration, waste, loss or 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; (viii) the failure of either Agent, the Lenders or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such revocation collateral, property or security; (ix) the fact that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall apply not be properly perfected or created, or shall prove to be unenforceable or subordinate to any Guarantied Obligations made or created after other Lien; it being recognized and agreed by each Guarantor that such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantor is not entering into this Guaranty in existence on the date of such revocation, (d) no payment by any Guarantor, Borrowerreliance on, or from in contemplation of the benefits of, the validity, enforceability, collectibility or value of any other source, prior to of the date of such revocation, shall reduce collateral for the maximum obligation of such Guarantor hereunder, and Guaranteed Obligations; (ex) any payment by any Borrower or from any source Guarantor to either Agent or any Lender is held to constitute a preference under bankruptcy laws, or for any other than reason either an Agent or any Lender is required to refund such payment or pay such amount to such Borrower, such Guarantor, or any other Person; or (xi) any other action taken or omitted to be taken with respect to this Agreement, any other Loan Document, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices the Guarantors or increases the likelihood that the Guarantors will be required to pay the Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor subsequent 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, except for the full and final payment and satisfaction of the Guaranteed Obligations after the termination of all of the Commitments and the expiration or termination of the Letters of Credit. (b) Each Guarantor further agrees that, to the date of such revocation shall first be applied to that portion fullest extent permitted by law, as between any of the Guarantied Guarantors, on the one hand, and the Lenders and the Agents, on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in Article IX for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration of the Guaranteed Obligations, and (ii) in the event of any acceleration of the Guaranteed Obligations as to which provided in Article IX, the revocation is effective Guaranteed Obligations (whether or not due and which are not, therefore, guarantied hereunder, payable) shall forthwith become due and to payable by the extent so applied shall not reduce Guarantors for the maximum obligations purpose of such Guarantor hereunderthis Guaranty.

Continuing Guaranty. (a) This is an irrevocable, absolute, continuing guaranty of payment and performance, and is not a guaranty of collection. This Guaranty includes Guarantied may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs). It is the intent of Guarantor and Secured Party that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under successive transactions continuingany and all circumstances and that until the Guaranteed Obligations are fully and finally satisfied, compromising, extending, increasing, modifying, releasing, such obligations and liabilities of Guarantor shall not be discharged or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied released in whole or in part, by any act or occurrence which might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of Guarantor. To The fact that at any time or from time to time the maximum extent permitted Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Secured Party with respect to the Guaranteed Obligations. This Guaranty may be enforced by lawSecured Party and any subsequent holder of the Note and shall not be discharged by the assignment, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding sale, pledge, transfer, participation or negotiation of all or part of the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, Note. (b) no such revocation Subject to Section 1.2(c) of this Guaranty, this Guaranty shall apply survive the exercise of remedies following an Event of Default, including but not limited to any Guarantied a foreclosure of the Security Instruments by Secured Party or Administrative Agent and shall remain in full force and effect until (i) the occurrence of Full Repayment and the performance of all Obligations in existence on such date and (including any subsequent continuation, extension, or renewal thereof, or change in ii) the interest rate, payment terms, or other terms full performance and conditions thereof), satisfaction by Guarantor of the Guaranteed Obligations. (c) no This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment or any part thereof of the Loan is rescinded, held to constitute a preference under applicable bankruptcy laws or must otherwise be restored, refunded or returned by Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation or the reorganization of Borrower or upon or as a result of the appointment of a receiver, liquidator, intervenor, custodian or conservator of, or trustee or similar officer for, Borrower or any substantial part of its property, or otherwise, all as though such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, payments had not been made. (d) no payment The Guaranteed Obligations and the liabilities and obligations of Guarantor to Secured Party hereunder shall not be reduced, discharged or released because or by reason of any Guarantorexisting or future offset, Borrower, claim or from defense of Borrower or any other source, prior to Person against Secured Party or against payment of the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and Guaranteed Obligations (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion actual payment or performance of the Guarantied Guaranteed Obligations), whether such offset, claim or defense arises in connection with the Guaranteed Obligations as to which (or the revocation is effective and which are not, therefore, guarantied hereunder, and to transactions creating the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderGuaranteed Obligations) or otherwise.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesLender, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, LA3 - payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Lender in existence on the date of such revocation, (d) no payment by any a Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent in existence on the date of such revocation, (d) no payment by any Guarantor, Borrowerany Grantor, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Grantors or from any source other than such Guarantor the Guarantors subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor the Guarantors hereunder.

Continuing Guaranty. This Guaranty includes Guarantied guaranty is a continuing guaranty and agreement of subordination and shall continue in effect and be binding upon each Subsidiary Guarantor until payment and performance in full of the Guaranteed Obligations, including Guaranteed Obligations arising which may exist continuously or which may arise from time to time under successive transactions continuingtransactions, compromisingand each Subsidiary Guarantor expressly acknowledges that this guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations exist. This guaranty shall continue in effect and be binding upon each Subsidiary Guarantor until actual receipt by, extendingas applicable, increasing, modifying, releasing, any Lender or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each any September Notes Lender of written notice from such Subsidiary Guarantor hereby waives any right of its intention to revoke discontinue this Guaranty guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that transactions (a) no such revocation which notice shall not be effective until written notice thereof has been received by Beneficiariesnoon on the day that is five Business Days following such receipt); provided, (b) that no such revocation or termination of this guaranty shall apply affect in any way any rights of any Lender and/or any September Notes Lender hereunder with respect to any Guarantied Guaranteed Obligations in existence arising or outstanding on the date of receipt of such date (notice, including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment termsterms or conditions thereof, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries such Lender or such September Notes Lender in existence on the date as of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation (collectively, “Existing Guaranteed Obligations”), and the sole effect of such notice shall first be applied to that portion of the Guarantied exclude from this guaranty Guaranteed Obligations as to which the revocation is effective and thereafter arising which are not, therefore, guarantied hereunder, and unconnected to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderany Existing Guaranteed Obligations.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromising, extending, increasing, modifying, releasing, or renewing unconditional and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Banks is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderBanks.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingUnless terminated pursuant to this Section 8, compromisingthis Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on each Guarantor, extending, increasing, modifying, releasing, or renewing its successors and assigns until the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Guaranteed Obligations have been indefeasibly paid, observed, performed and satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and no Guarantor shall have any further obligations under this Limited Guarantee as of the earliest of (a) the Effective Time, (b) the valid termination of the Merger Agreement in circumstances in which Parent would not be obligated to pay the Parent Termination Fee and (c) three months from the date of the valid termination of the Merger Agreement in circumstances where the Parent Termination Fee would be payable if the Guaranteed Parties have not made a claim in writing for payment of any Guaranteed Obligation to Parent or the Guarantors prior to such date. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Controlled Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee that the provisions of Section 1 hereof limiting the aggregate liability of the Guarantors pursuant to this Limited Guarantee to the amount of the Guaranteed Obligations or that any provisions of this Section 8 or of Section 9 are illegal, invalid or unenforceable in whole or in part. To , or, except with respect to (i) the maximum extent permitted by law, each Guarantor hereby waives any Company’s right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding be paid the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations Parent Termination Fee in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in accordance with the interest rate, payment terms, or other terms and conditions thereofset forth in Section 9.4(d) of the Merger Agreement or (ii) the Company’s right to seek specific performance in accordance with the terms and conditions set forth in Section 10.16 of the Merger Agreement, asserts any theory of liability against the Guarantors, any Guarantor Affiliate or any Parent Affiliate with respect to the Merger Agreement, the Equity Commitment Letter or the transactions contemplated by the Merger Agreement other than liability for their own fraud or of Guarantors under this Limited Guarantee (as limited by the provisions hereof, including Section 1), then (cA) no such revocation the obligations of Guarantors under this Limited Guarantee shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationterminate ab initio and shall thereupon be null and void, (dB) no payment if the Guarantors have previously made any payments under this Limited Guarantee, they shall be entitled to have such payments refunded by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunderGuaranteed Party, and (eC) neither the Guarantors nor any payment by Borrower Guarantor Affiliate or from Parent Affiliate shall have any source other than such Guarantor subsequent liability to the date Guaranteed Party or any of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and its Affiliates with respect to the extent so applied shall not reduce Merger Agreement, the maximum obligations of such Guarantor hereunderEquity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guaranty. This Subject to the terms of Section 20 hereof, until all obligations of the Borrower to the Agent and the Lenders under the Loan Documents are fulfilled to the satisfaction of the Agent and the Lenders and each and every of the terms, covenants and conditions of this Guaranty includes Guarantied Obligations arising under successive transactions continuingare fully performed and the Loan is fully repaid, compromisingthe Guarantor shall not be released by any act or thing which might, extendingbut for this provision, increasing, modifying, releasingbe deemed a legal or equitable discharge of a surety, or renewing by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Guarantied Obligations, changing the interest rate, payment termsAgent or any Lender or its failure to proceed promptly or otherwise, or other terms by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of the Guarantor or by reason of any further dealings between the Borrower and conditions thereofthe Agent or any of the Lenders, whether relating to the Loan or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To otherwise, and the maximum extent permitted by law, each Guarantor hereby expressly waives and surrenders any right defenses to revoke its liability hereunder based upon any of the foregoing acts, omissions, things or agreements or waivers of the Agent or any of the Lenders; it being the purpose and intent of this Guaranty as to future Indebtednessthat the obligations of the Guarantor hereunder are absolute and unconditional under any and all circumstances. If such a revocation is effective notwithstanding The Guarantor has also executed the foregoing waiver, each Guarantor acknowledges Completion Guaranty and agrees that the Operating Deficit Guaranty in favor of the Agent and the Lenders and (a) no such revocation payment or performance by the Guarantor of its obligations under this Guaranty shall be effective until written notice thereof has been received by Beneficiariesnot decrease the Guarantor's liability under the Completion Guaranty or the Operating Deficit Guaranty, and (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, payment or renewal thereof, performance by the Guarantor under the Completion Guaranty or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied Operating Deficit Guaranty shall not reduce decrease or diminish the maximum obligations of such Guarantor hereunderGuarantor's liability under this Guaranty.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any such Guarantor, any Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by any Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each the Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessIndebtedness (except as to future Bank Product Obligations owing by Borrowers or the Guarantor after the date on which all the Obligations (other than any Bank Product Obligations that are agreed to remain outstanding after the termination of this Agreement) are paid in full in accordance with the terms of the Loan Agreement and the Commitments of the Lenders are terminated). If such a revocation is effective notwithstanding the foregoing waiver, each the Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Agent in existence on the date of such revocation, (d) no payment by any the Guarantor, any Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such the Guarantor hereunder, and (e) any payment by any Borrower or from any source other than such the Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such the Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtednessindebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesPBC, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries PBC in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromising, extending, increasing, modifying, releasing, or renewing unconditional and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other sourcePerson for such deficiency is discharged pursuant to statute, prior to the date judicial decision or otherwise. The acceptance of such revocation, shall reduce the maximum obligation this Guaranty by Lender is not intended and does not release any liability previously existing of such Guarantor hereunder, and (e) any payment by Borrower guarantor or from surety of any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion indebtedness of the Guarantied Obligations as Borrower to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderLender.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiariesthe Holders, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Holders in existence on the date of such revocation, (d) no payment by any Guarantor, Borrowerthe Company, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower the Company or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations arising under successive transactions continuingand the Obligations of Guarantor hereunder shall not be released, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or any Guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof, need be given to Guarantor, and none of the foregoing acts shall release Guarantor from liability hereunder. Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that following: (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Company pertaining to the Obligations except for the defense of discharge by payment. Guarantor shall not be exonerated with respect to Guarantor’ liabilities under this Guaranty by any Guarantor, Borrower, act or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, thing except irrevocable payment and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion performance of the Guarantied Obligations, it being the purpose and intent of this Guaranty that the Obligations as to which constitute the revocation is effective direct and which are notprimary obligations of each Guarantor and that the covenants, therefore, guarantied hereunder, agreements and to the extent so applied shall not reduce the maximum all obligations of such Guarantor hereunderhereunder be absolute, unconditional and irrevocable. Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of the Company or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by Buyer is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Company to Buyer.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor Guarantors hereunder, and (e) any payment by Borrower or from any source other than such any Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor Guarantors hereunder.

Continuing Guaranty. This Unless terminated pursuant to this Section 7, this Guaranty includes Guarantied Obligations arising under successive transactions continuingshall remain in full force and effect and shall be binding on the Guarantor, compromising, extending, increasing, modifying, releasing, or renewing its respective successors and permitted assigns until the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been paid, observed, performed or satisfied in full, at which time this Guaranty shall immediately and automatically terminate and the Guarantor shall have no further obligations under this Guaranty. Notwithstanding the foregoing, this Guaranty shall terminate automatically and the Guarantor shall have no further obligations under this Guaranty immediately as of the earliest to occur of (a) the Closing, (b) payment in full to the Guaranteed Party or its Affiliates of the Obligations, (c) termination of the Merger Agreement in accordance with its terms in any circumstances other than pursuant to which Parent would be obligated to make a payment of the Obligations and (d) the date that is 90 days after the termination of the Merger Agreement in accordance with its terms in any circumstances pursuant to which Parent would be obligated to make a payment in respect of the Obligations (any such termination, a “Qualifying Termination”), unless prior to the 90th day after a Qualifying Termination, the Guaranteed Party shall have commenced a suit, action or other proceeding against Parent alleging payment of any Obligations due and owing or against the Guarantor that amounts are due and owing from the Guarantor pursuant to Section 1 hereof (a “Qualifying Suit”); provided that if a Qualifying Termination has occurred and a Qualifying Suit is filed prior to the 90th day after a Qualifying Termination, the Guarantor shall have no further liability or obligation under this Guaranty from and after the earliest of (w) the Closing, (x) a final, non-appealable resolution of such Qualifying Suit determining that either Parent does not owe any Obligations or that the Guarantor does not owe any amount pursuant to Section 1 hereof, (y) a written agreement among the Guarantor and the Guaranteed Party terminating the Obligations, and (z) satisfaction of the Obligations by the Guarantor or Parent. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its respective Affiliates, equityholders or agents assert in any action that (A) the provisions of Section 1 limiting the Guarantor’s liability with respect to the Obligations to the Cap or the provisions of this Section 7 or Section 8 are illegal, invalid or unenforceable in whole or in part. To , or asserting any theory of liability against the maximum extent permitted Guarantor or any Guarantor Affiliate with respect to the transactions contemplated by lawthe Merger Agreement or (B) asserting, filing or otherwise commencing, directly or indirectly, any lawsuit or other legal proceeding asserting a claim under, or action against, any Guarantor Affiliate in connection with this Guaranty, the Equity Commitment Letter, the Merger Agreement, the Debt Commitment Letter or any transaction contemplated hereby or thereby or otherwise relating hereto or thereto, in each case other than any Permitted Claim, then (A) the obligations of the Guarantor hereby waives any right to revoke under this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding shall terminate ab initio and be null and void, (B) if the foregoing waiverGuarantor has previously made any payments under this Guaranty, each Guarantor acknowledges and agrees that (a) no such revocation it shall be effective until written notice thereof has been received by Beneficiaries, (b) no entitled to recover such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunderpayments, and (eC) neither the Guarantor nor any payment by Borrower or from Guarantor Affiliate shall have any source other than such Guarantor subsequent liability to the date Guaranteed Party or any of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and its Affiliates with respect to the extent so applied shall not reduce transactions contemplated by the maximum obligations of such Guarantor hereunderMerger Agreement or under this Guaranty.

Continuing Guaranty. This Guaranty includes Guarantied Obligations ------------------- arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied (a) WIL-Switzerland guarantees that the Guaranteed Obligations arising under successive transactions continuingshall be paid strictly in accordance with the terms of the Credit Agreement and the other Loan Documents; provided that if payment in respect of any Guaranteed Obligations shall be due in a currency other than Dollars and if, compromisingby reason of any legal prohibition, extendingdisruption of currency or foreign exchange markets, increasing, modifying, releasing, war or renewing the Guarantied Obligations, changing the interest ratecivil disturbance or other event, payment termsof such Guaranteed Obligations in such currency shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or other terms any Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, the Issuing Bank or such Lender, WIL-Switzerland shall make payment of the Dollar Equivalent of such Guaranteed Obligations and conditions thereofshall indemnify the Administrative Agent, the Issuing Bank or creating new such Lender against any losses or additional Guarantied expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. WIL-Switzerland agrees that, to the maximum extent permitted by applicable law, the Guaranteed Obligations after prior Guarantied Obligations have been satisfied and Loan Documents to which any Borrower is a party may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by WIL-Switzerland, and that WIL-Switzerland shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans to the Borrowers. The obligations of WIL-Switzerland under this Guaranty are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrowers under the Credit Agreement or any other Loan Document or any substitution, release or exchange of any other guarantee of or security for the Obligations. To the maximum extent permitted by applicable law, each Guarantor hereby waives except as otherwise expressly provided in the Credit Agreement or any right other Loan Document to revoke which WIL-Switzerland is a party, the obligations of WIL-Switzerland under this Guaranty as shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof under any circumstances whatsoever, including: (i) any modification, amendment, supplement, renewal, extension for any period, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations, or of the Credit Agreement or any other Loan Document executed in connection therewith, or any contract or understanding among the Borrowers, any Guarantor, the Administrative Agent, the Issuing Bank or the Lenders, or any other Person, pertaining to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiverGuaranteed Obligations; (ii) any adjustment, each indulgence, forbearance or compromise that might be granted or given by the Administrative Agent, the Issuing Bank or the Lenders to WIL-Switzerland, any other Guarantor, any Borrower or any other Person liable on the Guaranteed Obligations; (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of WIL-Switzerland, any other Guarantor, any Borrower or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution or winding up of WIL-Switzerland, any other Guarantor acknowledges and agrees or any Borrower, or any sale, lease or transfer of any or all of the assets of WIL-Switzerland, any other Guarantor or any Borrower, or any changes in the shareholders of WIL-Switzerland, any other Guarantor or any Borrower, or any reorganization of WIL-Switzerland, any other Guarantor or any Borrower; (iv) 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 the fact that (aA) no such revocation shall be effective until written notice the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, (B) the act of creating the Guaranteed Obligations, or any part thereof is ultra ▇▇▇▇▇, (C) the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations or any part thereof violate applicable usury laws, (E) WIL-Switzerland, any other Guarantor or any Borrower has valid defenses, claims, and offsets (whether at law or in equity, by agreement or by statute) which render the Guaranteed Obligations wholly or partially uncollectible from WIL-Switzerland, any other Guarantor or any Borrower, (F) the creation, performance, or repayment of the Guaranteed Obligations (or execution, delivery and performance of any document or instrument representing any part of the Guaranteed Obligations or executed in connection with any of the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) the Credit Agreement, any other Loan Document, or any other document or instrument pertaining to any of the Guaranteed Obligations has been received by Beneficiariesforged or otherwise is irregular or not genuine or authentic; (v) any full or partial release of the liability of WIL-Switzerland, (b) no such revocation shall apply to any Guarantied other Guarantor or any Borrower on the Guaranteed Obligations in existence on such date (including or any subsequent continuation, extension, or renewal part thereof, or change 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 WIL-Switzerland that WIL-Switzerland may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and that WIL-Switzerland has not been induced to enter into this Guaranty on the interest ratebasis of a contemplation, payment termsbelief, understanding or agreement that any other Person shall be liable to perform the Guaranteed Obligations or that the Administrative Agent, the Issuing Bank or any Lender shall look to any other Person to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guaranty, or other terms and conditions thereof)assurance of payment, for all or any part of the Guaranteed Obligations; (cvii) no any release, surrender, exchange, subordination, deterioration, waste, loss or 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; (viii) the failure of the Administrative Agent, the Lenders, the Issuing Bank or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such revocation collateral, property or security; (ix) the fact that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall apply not be properly perfected or created, or shall prove to be unenforceable or subordinate to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries other Lien; it being recognized and agreed by WIL-Switzerland that WIL-Switzerland is not entering into this Guaranty in existence on the date of such revocation, (d) no payment by any Guarantor, Borrowerreliance on, or from in contemplation of the benefits of, the validity, enforceability, collectibility or value of any other source, prior to of the date of such revocation, shall reduce collateral for the maximum obligation of such Guarantor hereunder, and Guaranteed Obligations; (ex) any payment by Borrower any Borrower, WIL-Switzerland or from any source other than such Guarantor subsequent to the date Administrative Agent, the Issuing Bank or any Lender is held to constitute a preference under bankruptcy or insolvency laws, or for any other reason either the Administrative Agent, the Issuing Bank or any Lender is required to refund such payment or pay such amount to any Borrower, WIL-Switzerland, any other Guarantor or any other Person; or (xi) any other action taken or omitted to be taken with respect to the Credit Agreement, this Guaranty, any other Loan Document, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices WIL-Switzerland or increases the likelihood that WIL-Switzerland shall be required to pay the Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of such revocation WIL-Switzerland that WIL-Switzerland shall first be applied obligated to that portion 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, except for the full and final payment and satisfaction of the Guarantied Guaranteed Obligations after the termination of all of the Commitments. (b) WIL-Switzerland further agrees that, to the fullest extent permitted by law, as between WIL-Switzerland, on the one hand, and the Administrative Agent, the Issuing Bank and the Lenders, on the other hand, (i) the maturity of the Obligations may be accelerated as provided in Section 9.01 of the Credit Agreement for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing the acceleration of the Obligations as to which against any Borrower and (ii) in the revocation is effective event of any purported acceleration (whether by declaration or automatic) of the Obligations as provided in Section 9.01 of the Credit Agreement, the Obligations (whether or not due and which are not, therefore, guarantied hereunder, payable) shall forthwith become due and to payable by WIL-Switzerland for the extent so applied shall not reduce the maximum obligations purpose of such Guarantor hereunderthis Guaranty.

Continuing Guaranty. Assignments under the Revolving Credit Agreement. There are no conditions precedent to the effectiveness of this Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms is a continuing guaranty and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that shall: (a) remain in full force and effect, except with respect to any Guarantor released from its obligations hereunder pursuant to Section 10.01(g) of the Revolving Credit Agreement, until all Guaranteed Obligations (other than (i) L/C Obligations from undrawn and outstanding Letters of Credit and (ii) contingent reimbursement or indemnification obligations for which no claim has been made) are paid in full in immediately available funds and the Commitments are terminated, and any L/C Obligations (other than Unreimbursed Amounts) have been Cash Collateralized in accordance with the Revolving Credit Agreement (or other arrangements satisfactory to the applicable L/C Issuer with respect thereto have been made) (“Payment in Full”). Notwithstanding the foregoing, in the event that any payment by or on behalf of the Borrower or any Guarantor is made, or any Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such revocation payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, this Guaranty shall be effective until written notice thereof automatically revived and reinstated in full force and effect in respect of the amount of such payment or proceeds, all as if such payment had not been made or such setoff had not occurred and whether or not such Lender Party is in possession of or has been received by Beneficiariesreleased this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty; (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms be binding upon each Guarantor and conditions thereof), its successors and assigns; and (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, each L/C Issuer, the Swing Line Lender, and their respective successors, permitted transferees and permitted assigns, provided that, notwithstanding anything contained in this Guaranty to the contrary, no beneficiary of this Guaranty other than the Administrative Agent shall have any right individually to enforce this Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent on behalf of the beneficiaries hereof in accordance with the terms hereof. By accepting the benefit of this Guaranty, each such revocation shall apply beneficiary agrees to the terms of this subsection (c). Without limiting the generality of the foregoing clause (c), subject to Section 10.06 of the Revolving Credit Agreement, any Guarantied Obligations made Lender Party may assign or created after such date otherwise transfer all or any portion of its rights and obligations under the Revolving Credit Agreement to the extent made permitted thereby (including, without limitation, all or created pursuant any portion of its Commitment, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Revolving Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a legally binding commitment of Beneficiaries in existence on Lender, the date of such revocationAdministrative Agent, (d) no payment by any Guarantor, Borroweran L/C Issuer, or from any other sourcethe Swing Line Lender in accordance with the Revolving Credit Agreement, prior such Person shall be entitled to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderbenefits hereof.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiariesthe Holders, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Holders in existence on the date of such revocation, (d) no payment by any Guarantor, Borrowerthe Company, OC-PIN, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower the Company, OC-PIN, or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any such Guarantor, Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromising, extending, increasing, modifying, releasing, or renewing unconditional and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Agent and the Banks is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to the date of such revocation, shall reduce Agent and the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderBanks.

Continuing Guaranty. For and in consideration of the execution of that Lease Agreement by Integrated Holdings, LLC (“Landlord”) to Integrated Technologies, Inc. (“Tenant”), for the business premises more fully described in Exhibit A to that Lease Agreement, which Landlord is unwilling to do without the execution and delivery by the undersigned LMI Aerospace, Inc. of this Continuing Guaranty (this “Guaranty”), the undersigned (“Guarantor”), absolutely and unconditionally guaranties and promises to pay to Landlord when due the full amount of all obligations (whether for principal, interest, fees, expenses or otherwise) that Tenant now or hereafter may have to Landlord, however arising, whether such obligations of Tenant are direct or indirect, joint or several, absolute or contingent, or now owing or to become due (all such obligations of Tenant being the “Obligations”). Guarantor agrees to pay to Landlord, or to reimburse Landlord for, any and all costs and expenses (including reasonable attorneys’ fees and expenses) that Landlord incurs (whether or not any action or proceeding is commenced) in enforcing or attempting to enforce this Guaranty or otherwise by reason of any default by Tenant in respect of the Obligations, including in bankruptcy proceedings. All payments under this Guaranty shall be in lawful money of the United States of America and shall be made free and clear of, and without deduction for, any claim of setoff or counterclaim of Tenant and any present or future taxes, levies, imposts, deductions, charges or withholdings. This Guaranty includes Guarantied shall continue to be effective or shall be reinstated if at any time any payment of any of the Obligations arising under successive transactions continuingis rescinded or otherwise must be returned by Landlord for any reason (including the insolvency, compromisingbankruptcy or reorganization of Tenant), extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, all as though such payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have had not been satisfied in whole or in partmade. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received any defense arising by Beneficiariesreason of any disability or other circumstance that might constitute a defense available to, or a discharge of, Tenant, (b) no such revocation shall apply to any Guarantied Obligations in existence requirement of promptness or diligence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms part of Landlord and conditions thereof), (c) no such revocation shall apply all presentments, demands for performance, protests and notices with respect to any Guarantied of the Obligations made or created after such date this Guaranty, including notices of nonperformance, protest, dishonor and acceptance of this Guaranty and notices of the creation, existence or incurring of new or additional Obligations. Landlord shall not be required to proceed first against Tenant or any other person before resorting to Guarantor for payment under this Guaranty. Landlord shall have the absolute right in its sole discretion, and without notice to or consent of Guarantor, at any time and without in any way affecting or discharging the liability of Guarantor under this Guaranty, (a) to change the time, manner or place of payment of, or any other term of, any of the Obligations, (b) to take, hold, enforce, exchange, release or waive security for the Obligations or this Guaranty and (c) to settle and compromise any liability of Tenant. The liability of Guarantor under this Guaranty shall not be affected in any way by any release, discharge or substitution of any other guarantor or obligor. All obligations of Guarantor under this Guaranty are independent of the obligations of Tenant. Guarantor hereby irrevocably waives any and all rights and claims that Guarantor has or hereafter may have or acquire (whether arising directly or indirectly, by operation of law, by contract or otherwise) against Tenant by reason of any payment to Landlord pursuant to this Guaranty, including, but not limited to, rights of exoneration, indemnity, contribution, reimbursement and subrogation. This Guaranty shall be binding upon Guarantor and it’s heirs, legal representatives, successors and assigns, and shall inure to the extent benefit of and be enforceable by Landlord and its successors, transferees and assigns. This Guaranty shall be deemed for all purposes to be made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunderin, and (e) shall be governed by and construed in accordance with the laws of, the State of Washington. At Landlord’s option, the venue of any payment by Borrower action or from any source other than such Guarantor subsequent proceeding to the date enforce this Guaranty may be in King County, State of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderWashington.

Continuing Guaranty. This Subject to the limitations set forth in paragraph 15, this Guaranty includes Guarantied is an absolute, unconditional and continuing guaranty of performance and payment of the Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing and shall continue to be in force and to be binding upon Guarantor until the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Guaranteed Obligations have been satisfied paid in whole full. No notice of the Guaranteed Obligations as to which this Guaranty may apply, or in partof any renewal, modification, consolidation, repayment, extension or amendment thereof need be given to Guarantor and none of the foregoing acts shall release Guarantor from liability hereunder. To the maximum extent permitted by law, each Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand for payment or performance, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance of any and all forms of the Guaranteed Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Guaranteed Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided by any statute, law, rule or regulation; (d) no payment by any Guarantorall claims and/or rights of counterclaim, Borrowerrecoupment, setoff or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and offset; (e) any payment and all rights or defenses arising by reason of election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including, without limitation, loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging the Guaranteed Obligations; (f) any disability of Borrower of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any source cause whatsoever, other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion payment in full in legal tender of the Guarantied Guaranteed Obligations; (g) any right to claim discharge of the Guaranteed Obligations on the basis of impairment of any collateral for the Guaranteed Obligations; (h) any statute of limitations; (i) any defenses given to guarantors at law or in equity other than actual payment and performance of the Guaranteed Obligations; (j) any defenses given to Guarantor by any failure, neglect or omission by Lender to perfect in any manner the collection of the Guaranteed Obligations or the security given therefor, including the failure or omission to seek a deficiency judgment against Borrower; (k) any benefits and rights that Guarantor may have under 15 Okla. Stats. §§ 323, 334, 335, 337 and 338 (2001), as may be amended from time to which the revocation is effective and which are not, therefore, guarantied hereundertime, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.Guaranteed Obligations are secured by a mortgage on interests in real property, 12 Okla.

Continuing Guaranty. (a) This Guaranty includes Guarantied is a continuing one, and all Obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. This Guaranty shall continue until written notice of revocation signed by each respective the Guarantor is given, or until written notice of the death of such the Guarantor shall actually have been received by the Lender, notwithstanding a revocation by, or the death of, or complete or partial release for any cause of, any one or more of the remainder of the Guarantor, or of the Borrower or of anyone liable in any manner for the Obligations and notwithstanding change in name, location, composition or structure of, or the dissolution, termination, or increase, decrease, or change in personnel, owners, or partners of the Borrower, or any one or more of the Guarantor; provided, however, that no notice of revocation or termination hereof shall affect in any manner rights arising under successive transactions continuingthis Guaranty with respect to Obligations that shall have been created, compromisingcontracted, extending, increasing, modifying, releasingassumed, or renewing incurred prior to receipt by the Guarantied Obligations, changing the interest rate, payment termsLender of written notice of such revocation or termination, or other terms and conditions thereofObligations that shall have been created, contracted for, assumed, or creating new incurred after receipt of such written notice pursuant to any agreement entered into by the Lender prior to receipt of such notice; and the sole effect of such notice of revocation or additional Guarantied termination hereof shall be to exclude from this Guaranty Obligations after prior Guarantied thereafter arising that are unconnected with Obligations have been satisfied theretofore arising or transactions theretofore entered into. (b) It is the intent of the Guarantor and the Lender that the obligations and Obligations of the Guarantor hereunder be absolute and unconditional under any and all circumstances and that until the Obligations are fully and finally paid and performed, and not subject to refund or disgorgement, the obligations and Obligations of the Guarantor hereunder shall not be discharged or released, in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantoract or occurrence that might, Borrowerbut for the provisions of this Guaranty, be deemed a legal or from any other source, prior to the date equitable discharge or release of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereundera guarantor.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis a complete and continuing guaranty of payment and performance of the Obligations. This Guaranty being a guarantee of payment and not of collectibility and being absolute and unconditional, compromisingthe obligations of the Guarantor hereunder shall not be released, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of either Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of either Borrower or any other sourcePerson for such deficiency is discharged pursuant to statute, prior to judicial decision or otherwise. The acceptance of this Guaranty by the date Banks and the Agent is not intended and does not release any liability previously existing of such revocation, shall reduce the maximum obligation any guarantor or surety of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion indebtedness of the Guarantied Obligations as Borrowers to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderany Bank.

Continuing Guaranty. In consideration of, and as an inducement for the granting, execution and delivery of the foregoing Lease attached hereto and made a part hereof, dated SEPTEMBER 28, 1995 ("Lease"), by and between DRAP▇▇ ▇▇▇K NORTH, L.C. ("Landlord") and ADVANTA FINANCIAL CORPORATION ("Tenant"), and other good and valuable consideration given by Landlord to the undersigned guarantor, ADVANTA CORP. ("Guarantor") hereby guarantees to Landlord (herein including its successors and assigns) the full and prompt payment of all Rents by the Tenant (herein including its successors and assigns); and the Guarantor (herein including its successors and assigns) hereby covenants and agrees to and with the Landlord that if Tenant shall be in default under the Lease, the Guarantor will forthwith pay such Rents to the Landlord, including, without limitation, all costs and reasonable attorneys' fees incurred by the Landlord as a result of Tenant's default and enforcement of this Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute and unconditional Guaranty of payment. It is enforceable against the Guarantor, compromisingupon ten (10) days written notice of Tenant's default, extending, increasing, modifying, releasingwithout the necessity of legal suit or proceedings whatsoever on Landlord's part against the Tenant, or renewing acceptance of this Guaranty. Any other notice or demand to which the Guarantied ObligationsGuarantor might otherwise be entitled is hereby expressly waived. The Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of the Guarantor hereunder shall not be terminated, changing affected or impaired by reason of the interest rateassertion or the failure to assert by the Landlord against Tenant of any of Landlord's rights or remedies under the Lease. This Guaranty shall be a continuing Guaranty, payment termsand the liability of the Guarantor shall not be effected or impaired by reason of any assignment or extension of the Lease, or other by reason of any modification, waiver or change in any terms and conditions thereofof the Lease, or creating new by reason of any dealings between Landlord and Tenant, whether or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied not notice is given to the Guarantor. Any written notice or contact with Guarantor shall be addressed to: Advanta Corp. Attn: General Counsel Five Horsham Business Center 300 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Notwithstanding the preceding paragraphs, at the expiration of the Lease and any extensions or holdovers, and providing that Tenant is in whole or in part. To full compliance with all obligations under the maximum extent permitted by lawLease, each Guarantor hereby waives any right to revoke Guarantor's obligations under this Guaranty as shall automatically terminate. DATED: March 12, 1996 GUARANTOR: ADVANTA CORP. /s/ John ▇. ▇▇▇▇▇, ▇▇. ------------------------ Vice President 35 STATE OF PA ) NOTARIAL SEAL ) BETT▇ ▇▇▇ ▇▇▇▇, ▇▇TARY PUBLIC :ss HORSHAM TWP., MONT▇▇▇▇▇▇ ▇▇▇NTY ) MY COMMISSION EXPIRES FEB. 22, 1999 COUNTY OF MONT▇▇▇▇▇▇ ) On this 14 day of March, 1996 before me a Notary Public, personally appeared John ▇. ▇▇▇▇▇, ▇▇., ▇▇o represented to future Indebtedness. If such me to be the _________________ of Advanta Corp., a revocation is effective notwithstanding _______________, that executed the within and foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunderinstrument, and (e) any payment by Borrower or from any source other than such Guarantor subsequent acknowledged said instrument to be the date free and voluntary act and deed of such revocation shall first be applied to that portion of said corporation, for the Guarantied Obligations as to which the revocation is effective uses and which are not, therefore, guarantied hereunderpurposes therein mentioned, and on oath stated that he/she had the capacity and was duly authorized to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderexecute said instrument.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions transactions, in accordance with this Agreement and the Loan Documents, continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuaranteed Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereofthereof in accordance with this Agreement and the other Loan Documents), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries a Lender in existence on the date of such revocation, (d) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor Guarantors hereunder, and (e) any payment by Borrower Borrowers or from any source other than such a Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor Guarantors hereunder.

Continuing Guaranty. 10. 01Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that, (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Loan Party under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty includes Guarantied shall not be affected by the illegality, genuineness, validity, regularity or enforceability of the Secured Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingor any instrument or agreement evidencing any Secured Obligations, or renewing by the Guarantied Obligationsexistence, changing the interest ratevalidity, payment termsenforceability, perfection, non-perfection or extent of any collateral therefor, or other terms and conditions thereofby any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by lawany of them, under this Guaranty, ​ ​ ​ and each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply defenses it may now have or hereafter acquire in any way relating to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion all of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderforegoing.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lender Group in existence on the date of such revocation, (d) no payment by any Guarantor, BorrowerBorrowers, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such each Guarantor hereunder, and (e) any payment by Borrower Borrowers or from any source other than such Guarantor the Guarantors subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor the Guarantors hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed ------------------- Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtednessindebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesFoothill, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including including, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Foothill in existence on the date of such revocation, (d) no payment by any Guarantor, BorrowerBorrowers, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Borrowers or from any source other than such Guarantor Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising that may arise under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives and agrees not to assert any right he has under California Civil Code Section 2815 to revoke this Guaranty as to future Indebtednessobligations arising pursuant to the Dealer Agreement, and any and all rights arising under California Civil Code Section 2814. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesHyundai, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Hyundai in existence on the date of such revocation, (d) no payment by Guarantor (or any Guarantorother guarantor), BorrowerDealer, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor (or any other guarantor) hereunder, and (e) any payment by Borrower Dealer, or any other guarantor, or from any source other than such Guarantor from Guarantor, subsequent to the date of such revocation revocation, shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Guaranteed Obligations after prior Guarantied Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Guaranteed Obligations in existence on such the date that written notice of revocation has been received by Beneficiaries (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Guaranteed Obligations made or created after such the date that written notice of revocation has been received by Beneficiaries to the extent such Guaranteed Obligations were made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrowerthe Company, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower the Company or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations ------------------- arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, (d) no payment by any Guarantor, BorrowerDebtor, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Debtor or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations arising under successive transactions continuing(other than inchoate indemnity obligations), compromisingand none of the obligations of any Guarantor hereunder shall be released, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing that might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, each or of any renewal or extension thereof, need be given to any Guarantor and none of the foregoing acts shall release any Guarantor from liability hereunder. Each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that expressly waives: (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. No Guarantor shall be exonerated with respect to such Guarantor’s liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of each Guarantor and that the covenants, agreements and all obligations of each Guarantor hereunder be absolute, unconditional and irrevocable. Each Guarantor shall be and shall remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Lender is not intended, and does not, release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderLender.

Continuing Guaranty. This Guaranty includes Guarantied ------------------- Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, and (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Debtor or from any source other than such the revoking Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes is a continuing guaranty of the Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing and shall remain in full force and effect until the earlier to occur of (a) the payment in full of the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no the date that is one year from the date of termination of the Merger Agreement (unless the Company has made a claim under this Limited Guaranty prior to such revocation date, in which case the relevant date shall apply be the date that such claim is finally settled or otherwise resolved either in a final judicial determination or by agreement of the Company and the Guarantor (or its permitted assignee) and the Guaranteed Obligations finally determined or agreed to any Guarantied Obligations be owed by the Guarantor are satisfied in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms full) and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such consummation of the Closing. Upon the date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on that is one year from the date of termination of the Merger Agreement (unless the Company has made a claim under this Limited Guaranty prior to such revocationdate, in which case the relevant date shall be the date that such claim is finally settled or otherwise resolved either in a final judicial determination or by agreement of the Company and the Guarantor (dor its permitted assignee) no payment and the Guaranteed Obligations finally determined or agreed to be owed by any Guarantor, Borrowerthe Guarantor are satisfied in full), or from upon consummation of the Closing, this Limited Guaranty shall automatically become void and neither Guarantor shall thereafter have any other sourceliability whatsoever arising hereunder. Each Guarantor understands and agrees that, prior subject to the date immediately preceding two sentences, this Limited Guaranty shall be construed as an irrevocable and continuing guaranty of such revocationpayment and shall be enforceable by the Company and its successors, shall reduce the maximum obligation of such Guarantor hereundertransferees and assigns, and (e) any payment by Borrower or from any source other than such Guarantor subsequent subject to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderterms set forth herein.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingFor valuable consideration, compromisingGuarantor absolutely and unconditionally guarantees and promises to pay to Bank or its order, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing indebtedness of Borrower to Bank on the interest rate, payment terms, or other terms and conditions thereofset forth in the Agreement. IF MORE THAN ONE GUARANTOR EXECUTES THE AGREEMENT, THE LIABILITY OF EACH AND EVERY GUARANTOR (COLLECTIVELY REFERRED TO HEREIN AS "GUARANTOR") SHALL BE JOINT AND SEVERAL. The maximum liability of each Guarantor under this Agreement shall not exceed the sum of the principal amount set forth in the Confirmation Letter for such Guarantor, plus all interest thereon, plus all of Bank's costs, expenses, and attorney's fees incurred in connection with or relating to the collection of the Indebtedness, the collection and sale of any collateral for the Indebtedness or this Agreement, and the enforcement of this Agreement. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Bank either in the aggregate or at any one time. If Bank presently holds one or more guaranties, or creating new hereafter receives additional guaranties from Guarantor, the rights of Bank under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied invalidate any such other guaranties. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in whole force. Guarantor intends to guaranty at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness within the limits (if any) of the Guaranty set forth in partthis Agreement. To Accordingly, no payments made upon the maximum extent permitted by law, each Indebtedness will discharge or diminish the continuing liability of Guarantor hereby waives in connection with any right to revoke remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. Any married person who signs this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and hereby expressly agrees that (a) no such revocation shall recourse may be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, had against both his or renewal thereof, or change in the interest rate, payment terms, or other terms her separate property and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereundercommunity property.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future IndebtednessGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesAgent, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries the Lenders in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Guarantied Obligations ------------------- arising under successive transactions future transactions, approved by TVN in writing, continuing, compromising, extending, increasing, modifying, releasing, or renewing any of the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, (d) no payment by any Guarantor, BorrowerNMN, or from any other source, prior to the date of such revocation, revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower NMN or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.