Common use of Continuing Guaranty Clause in Contracts

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

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

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesIndebtedness. 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 Administrative AgentBeneficiaries, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation obligations of such Guarantor hereunder.

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

Continuing Guaranty. This Guaranty includes is an absolute, unconditional and continuing guaranty of performance and payment of the Guaranteed Obligations. No notice of the Guaranteed Obligations to which this Guaranty may apply, or of any renewal, modification, consolidation, replacement, extension or amendment thereof, need be given to Guarantor and none of the foregoing acts will release Guarantor from liability hereunder. Guarantor hereby expressly waives: (a) demand for payment or performance, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of the Guaranteed Obligations; (b) 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 statute, law, rule or regulation; (d) any and all rights or defenses arising under successive transactions continuingby 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, compromisingincluding, extendingwithout limitation, increasingloss of rights Guarantor may suffer by reason of any law limiting, modifying, releasingqualifying or discharging the Guaranteed Obligations; (e) any disability or other defense of Borrower of any other guarantor, or renewing of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than 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 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 Guaranteed Obligations, changing including any Borrower counterclaim or claim of recoupment or setoff except the interest ratedefense of discharge by payment. Guarantor will not be exonerated with respect to Guarantor’s liability under this Guaranty by any act or thing except payment or performance of the 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, payment termsunder the circumstances, the waivers are reasonable and not contrary to public policy or other terms and conditions thereoflaw. If such waiver is determined to be contrary to any applicable law or public policy, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To such waiver will be effective only to the maximum extent permitted by law or public policy. Without limiting the generality of the foregoing, Guarantor waives any setoff or offset rights that Guarantor might otherwise have under applicable law, Guarantor hereby waives as amended from time to time (or under any right to revoke this Guaranty as to corresponding present or future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (arule of law in any jurisdiction) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to reason of any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment release of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other fewer than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion all persons who have guaranteed performance of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderObligations.

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

Continuing Guaranty. This Guaranty includes Guarantor hereby unconditionally guarantees and promises to pay on demand to Silicon, at the address indicated above, or at such other address as Silicon may direct, in lawful money of the United States, and to perform for the benefit of Silicon, all 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 Guaranteed Obligations arising under successive transactions continuingdebts, compromisingduties, extendingobligations, increasingliabilities, modifyingrepresentations, releasingwarranties and guaranties of Borrower or any one or more of them, heretofore, now, or renewing the Guaranteed Obligationshereafter made, changing the interest rate, payment termsincurred, or other terms and conditions thereofcreated, whether directly to Silicon or acquired by Silicon by assignment or otherwise, or creating 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 Guaranteed Obligations after prior Guaranteed 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, Guarantor hereby waives enforce any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding of the foregoing waiveragainst Borrower, 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 Administrative Agent, (b) no such revocation shall apply the date paid at the highest rate charged with respect to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderIndebtedness.

Continuing Guaranty. This Limited Guaranty includes any may not be revoked or terminated and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing shall remain in full force and effect until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior 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 Guarantor 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) the payment by the Guarantor of the Guaranteed Obligations in full (subject to the Cap); (iii) the 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; and (iv) in the case of a termination of the Merger Agreement for which the Parent Termination Fee is payable, the date falling 180 days after such termination (unless, in the case of clause (iv) above, the Guaranteed Party has previously made a claim under this Limited Guaranty prior to such date, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). 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 the Guarantor’s liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change asserts that the Guarantor is liable in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion respect of the Guaranteed Obligations in excess of or to a greater extent than the 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 equity commitment letter entered into between the Guarantor and Holdco dated as of the date hereof (the “Equity Commitment 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 the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then: (i) the revocation is effective obligations of the Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and which are notbe null and void, therefore(ii) if the Guarantor has previously made any payments under or in connection with this Limited Guaranty, guaranteed hereunderit shall be entitled to recover and retain such payments, and (iii) neither the Guarantor 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 extent so applied shall not reduce Guaranteed Party or any other person in any way under or in connection with this Limited Guaranty, the maximum obligation of Guarantor hereunderMerger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Commitment Letter), or the transactions contemplated hereby or thereby.

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

Continuing Guaranty. This Guaranty includes any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, releasing or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior 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 LiabilitiesGuaranteed 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 the Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on the date of receipt by the Administrative Agent of such date written notice (including, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, the Guarantors subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor the Guarantors hereunder.

Continuing Guaranty. As a primary inducement to TSYS to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TSYS, or its Third-Party Sender, under this Agreement and/or any other agreement currently in effect and/or in the future entered into between Merchant and/or its principals and TSYS, or its Third-Party Sender, as such agreements now exist and/or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TSYS, or its Third-Party Sender, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, and/or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TSYS, or its Third-Party Sender, may proceed directly against Guarantor(s) without first exhausting TSYS's remedies against the Merchant, any other person or entity responsible to TSYS, or its Third-Party Sender and/or any security held by TSYS. This Guaranty includes is a continuing guaranty and will not be discharged and/or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TSYS, or its Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement and/or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

Continuing Guaranty. This Guaranty includes 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 Guaranteed 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 arising under successive transactions continuingshall be admissible in evidence in any action or proceeding, compromisingand shall be binding upon the Company, extendingand conclusive for the purpose of establishing the amount of the Guarantee Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, increasingvalidity, modifying, releasingregularity or enforceability of the Guarantee Obligations or any instrument or agreement evidencing any Guarantee Obligations, or renewing by the Guaranteed 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 Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To and the maximum extent permitted by law, Guarantor Company hereby irrevocably waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply defenses it may now have or hereafter acquire in any way relating to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion all of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderforegoing.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesIndebtedness. 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 Administrative AgentBeneficiaries, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by the Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes (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 Guaranteed Obligations arising under successive transactions continuingof the Obligations, compromisingwhether for principal, extendinginterest, increasingpremiums, modifyingfees, releasingindemnities, damages, costs, expenses or renewing otherwise, of each other Loan Party to the Guaranteed ObligationsParties, changing 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 interest rate, payment terms, Guaranteed Parties in connection with the collection or other terms and conditions enforcement thereof, or creating new or additional the “Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in partObligations”). To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by The Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in ’s books and records showing the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion amount of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereundershall 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 shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed 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 extent so applied shall not reduce Guaranteed Obligations which might otherwise constitute a defense to the maximum obligation obligations of any Guarantor hereunderunder this Guaranty (other than full payment and performance), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Continuing Guaranty. This Guaranty includes 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 Guaranteed Obligations arising under successive transactions continuing(for each Guarantor, compromisingsubject to the proviso in this sentence, extending, increasing, modifying, releasing, or renewing the its “Guaranteed Obligations, changing ”); provided that the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, liability of each Guarantor hereby waives any right individually with respect to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply limited to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date an aggregate amount equal to the extent made largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or created pursuant to a legally binding commitment any comparable provisions of Administrative Agent in existence on any applicable state law. Without limiting the date generality of such revocationthe foregoing, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are notshall include any such indebtedness, therefore, guaranteed hereunderobligations, 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 shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any 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 extent so applied shall not reduce Obligations which might otherwise constitute a defense to the maximum obligation obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereunderhereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than payment in full of the Obligations).

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

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

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand 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 Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderHolders.

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand 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 Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderBanks.

Continuing Guaranty. THIS GUARANTY IS AN ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTEE. This Guaranty includes any and 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, extendingGuarantor shall have the right to terminate this Guaranty at any time effective ten (10) days after receipt by Bank of written notice of Guarantor's intention to terminate this Guaranty. Such termination will not affect Guarantor's obligations with respect to, increasingand this Guaranty will remain in full force and effect with respect to, modifying, releasing, or renewing all of the Guaranteed ObligationsObligations then due and owing or then contracted for or existing, changing whether or not yet due, at the interest ratetime such notice becomes effective, payment termsand all obligations described in paragraph 4.e. of this Guaranty, whether then existing or other terms arising in the future, and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply also with respect to any Guaranteed Obligations in existence on such date (includingsubsequent loans, but not limited toextensions of credit, any subsequent continuation, extension, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other sourcefinancial accommodations which, prior to the date effectiveness of such revocation shall reduce the maximum obligation notice, Bank may have committed to make to Borrower (regardless of Guarantor hereunder, and (e) whether Bank waives any payment by Borrower default or from any source other than Guarantor, subsequent condition precedent to the date making of such revocationloans, shall first be applied extensions of credit, or other financial accommodations), together with all interest thereon and all expenses, including costs of collection and attorneys' fees, with respect to that portion of the such Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderthis Guaranty.

Continuing Guaranty. This Limited Guaranty includes any may not be revoked or terminated and shall remain in full force and effect until all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior 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 the maximum extent permitted by law, asserts that any Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any liable in respect of Guaranteed Obligations in existence on 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 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 the Guaranteed Party against the Non-Recourse Party(ies) against which such date Retained Claims may be asserted pursuant to Section 8, 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 has previously made any payments under or in connection with this Limited Guaranty, it shall be entitled 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 (including, but not limited towithout limitation, any subsequent continuation, extensionthe 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderthereby.

Continuing Guaranty. This Limited Guaranty includes any shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under this Limited Guaranty as of the earliest of: (i) the Effective Time; (ii) the 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 and there are no unpaid Expense Obligations of Parent; and (iii) the date falling six months from the date hereof (unless, in the case of clause (iii) above, the Guaranteed Party has notified the Guarantor of its intention to make a claim under this Limited Guaranty, specifying the basis for such claim, and shall have made such claim as promptly as reasonably practicable after giving such notice (but in any event within thirty (30) days thereafter), or has previously made, a claim under this Limited Guaranty prior to such date, in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or by binding arbitration pursuant to Section 14 (Arbitration) hereof. 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 (A) that the provisions of Section 1 hereof limiting the Guarantor’s liability to its Cap (except and only to the extent as otherwise provided in clause (c) of Section 1) and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Xxxxxxx 0, Xxxxxxx 00 (Xx Recourse), Section 11 (Governing Law), Section 15 (No Third Party Beneficiaries) or Section 17 (Miscellaneous) or the last sentence of Section 5 (No Subrogation) hereof are illegal, invalid or unenforceable in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (bB) no such revocation shall apply to any Guaranteed Obligations that the Guarantor is liable in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion respect of the Guaranteed Obligations in excess of or to a greater extent than the Cap, or (C) any theory of liability against any Recourse Party (as defined below) or any Non-Recourse Party (as defined below) with respect to this Limited Guaranty, the Equity Funding Letters, 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 below) asserted by the Guaranteed Party against the Recourse Party(ies) against which such Retained Claims may be asserted in accordance with Section 10 hereof, then: (i) the revocation is effective obligations of the Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and which are notbe null and void; (ii) if the Guarantor has previously made any payments under or in connection with this Limited Guaranty, thereforeit shall be entitled to recover and retain such payments; and (iii) neither the Guarantor nor any other Recourse Parties or any Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, guaranteed hereunderwhether sounding in contract, and tort, statute or otherwise) to the extent so applied shall not reduce Guaranteed Party or any other Person in any way under or in connection with this Limited Guaranty, the maximum obligation of Guarantor hereunderMerger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Funding Letters), or the transactions contemplated hereby or thereby.

Continuing Guaranty. As a primary inducement to TSYS to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TSYS under this Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and TSYS, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TSYS, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TSYS may proceed directly against Guarantor(s) without first exhausting TSYS's remedies against the Merchant, any other person or entity responsible to TSYS or any security held by TSYS. This Guaranty includes is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TSYS. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesIndebtedness. 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of 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 shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are is not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesObligations. 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of 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 shall reduce the maximum obligation of any Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, a Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.

Continuing Guaranty. This Guaranty includes any is a continuing guaranty and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing agreement of subordination and shall continue in effect and be binding upon each Guarantor until termination of the Commitments and payment and performance in full of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional including Guaranteed Obligations after prior which may exist continuously or which may arise from time to time under successive transactions, and each Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations have been satisfied exist. This Guaranty shall continue in whole or in part. To effect and be binding upon each Guarantor until actual receipt by the maximum extent permitted by law, Agent of written notice from such Guarantor hereby waives any right of its intention to revoke discontinue this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that transactions (a) no such revocation which notice shall not be effective until written notice thereof has been received by Administrative noon on the day five Business Days following such receipt); provided that no revocation or termination of this Guaranty shall affect in any way any rights of the Agent, (b) no such revocation shall apply the Issuing Bank and the Banks hereunder with respect to any Guaranteed Obligations in existence arising or outstanding on the date of receipt of such date (includingnotice, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent any of the Issuing Bank or the Banks in existence on the date as of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder(collectively, "Existing Guaranteed Obligations"), and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date sole effect of such revocation, notice shall first be applied to that portion of the exclude from this Guaranty Guaranteed Obligations as to which the revocation is effective and thereafter arising which are not, therefore, guaranteed hereunder, and unconnected to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderany Existing Guaranteed Obligations.

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

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

Continuing Guaranty. As a primary inducement to TransFirst to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TransFirst under this Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and TransFirst, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TransFirst, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TransFirst may proceed directly against Guarantor(s) without first exhausting TransFirst's remedies against the Merchant, any other person or entity responsible to TransFirst or any security held by TransFirst. This Guaranty includes is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TransFirst. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

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

Continuing Guaranty. This Limited Guaranty includes any may not be revoked or terminated and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing shall remain in full force and effect until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior 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 Guarantor 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) the payment by the Guarantor of the Guaranteed Obligations in full (subject to the Cap); (iii) the 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; and (iv) in the case of a termination of the Merger Agreement for which the Parent Termination Fee is payable, the date falling 180 days after such termination (unless, in the case of clause (iv) above, the Guaranteed Party has previously made a claim under this Limited Guaranty prior to such date, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). 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 the Guarantor’s liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change asserts that the Guarantor is liable in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion respect of the Guaranteed Obligations in excess of or to a greater extent than the 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 equity commitment letter entered into between the Guarantor and Holdco dated as of the date hereof (the “Equity Commitment 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 the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then: (i) the revocation is effective obligations of the Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and which are notbe null and void, therefore(ii) if the Guarantor has previously made any payments under or in connection with this Limited Guaranty, guaranteed hereunderhe shall be entitled to recover and retain such payments, and (iii) neither the Guarantor 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 extent so applied shall not reduce Guaranteed Party or any other person in any way under or in connection with this Limited Guaranty, the maximum obligation of Guarantor hereunderMerger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Commitment Letter), or the transactions contemplated hereby or thereby.

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

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

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

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied 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 Administrative AgentSecured Parties, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes any and all (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, increasingwar or civil disturbance or other event, modifyingpayment of such Guaranteed Obligations in such currency shall be impossible or, releasingin the reasonable judgment of the Administrative Agent or any Lender, not consistent with the protection of its rights or renewing 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 shall 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 ObligationsObligations and Loan Documents to which any Borrower is a party may be extended or renewed, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied 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, 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 to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agentabsolute, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms unconditional and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderirrevocable, and (e) shall be performed strictly in accordance with the terms hereof under any payment by Borrower or from any source other than Guarantorcircumstances whatsoever, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.including:

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

Continuing Guaranty. As a primary inducement to TransFirst to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TransFirst, or its Third-Party Sender, under this Agreement and/or any other agreement currently in effect and/or in the future entered into between Merchant and/or its principals and TransFirst, or its Third-Party Sender, as such agreements now exist and/or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TransFirst, or its Third-Party Sender, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, and/or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TransFirst, or its Third-Party Sender, may proceed directly against Guarantor(s) without first exhausting TransFirst's remedies against the Merchant, any other person or entity responsible to TransFirst, or its Third-Party Sender and/or any security held by TransFirst. This Guaranty includes is a continuing guaranty and will not be discharged and/or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TransFirst, or its Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement and/or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

Continuing Guaranty. This Guaranty includes any As a key inducement for Processor and Bank to enter into this Agreement, the Guarantor(s) agree to be bound by all Guaranteed Obligations arising under successive transactions continuingthe terms and provisions of this Agreement the same as Merchant. Guarantor understands that this Agreement may be renewed, compromising, extending, increasing, modifying, releasingextended, or renewing modified from time to time (including with regard to fees and to Merchant’s payment obligations) without notice to Guarantor, even if the Guaranteed Obligationsmodifications and/or extensions increase Guarantor(s)’ obligations hereunder. Guarantor(s), changing individually and severally, also unconditionally and personally guarantee the interest rateMerchant’s full performance of its obligations under this Agreement. Guarantor(s) understand and agree that the Processor or Bank may proceed directly against Guarantor(s) without first exhausting remedies available against Merchant. Moreover, payment termsin the event Guarantor(s) is or are natural person(s), this guaranty is continuing and shall survive the death of Guarantor(s) and be binding on Guarantor(s)’ heirs and estate, without any diminution of the rights of Processor or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in partBank with respect to the guaranty. To the maximum fullest extent permitted by law, Guarantor(s) waive all rights and defenses available to Guarantor(s) respecting the Bank or Processor’s enforcement of this guaranty. Without limiting any of the foregoing, each Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that his or her liability under this guaranty will not be limited or canceled because: (ai) no such revocation shall the Agreement cannot be effective until written notice thereof has been received by Administrative Agent, enforced against the Merchant; (bii) no such revocation shall apply either Processor or Bank makes or agrees to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, changes 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 Guaranteed Obligations made or created after such date modifications to the extent made Agreement; (iii) Processor or created pursuant to a legally binding commitment of Administrative Agent in existence on Bank releases any other Guarantor or the date of such revocation, (d) no payment by Guarantor, Borrower, or Merchant from any obligation under the Agreement; (iv) a law regulation or order of any public authority affects the rights of either Processor or Bank under the Agreement; or (v) anything else happens that may affect the rights of either Processor or Bank against the Merchant or any other sourceGuarantor. Each Guarantor further agrees that: (vi) Processor and Bank each may delay enforcing any of its rights under this guaranty without losing such rights; (vii) Processor and Bank each can demand payment from such Guarantor without first seeking payment from the Merchant or any other Guarantor; and (viii) such Guarantor will pay all court costs, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderattorney’s fees, and (e) collection costs incurred by either Processor or Bank in connection with the enforcement of any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion terms of the Guaranteed Obligations as to which the revocation Agreement or this guaranty, whether or not there is effective and which are not, therefore, guaranteed hereundera lawsuit, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereundersuch additional fees and costs as may be directed by a court.

Continuing Guaranty. This Subject to the last sentence of Section 5, this Guaranty includes any is a continuing guarantee, may not be revoked or terminated and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, changing shall be binding upon the interest rateGuarantor, payment its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Company and its respective successors, transferees and assigns. Notwithstanding the foregoing, this Guaranty shall terminate and the Guarantor shall have no further rights or obligations under this Guaranty as of the earlier of (i) the Effective Time, (ii) upon the satisfaction in full of the Guaranteed Obligations and (iii) the end of three (3) months following the date on which the Merger Agreement is terminated in accordance with its terms, except in connection with a claim for payment of any Guaranteed Obligation presented by the Company to Parent or the Guarantor during such three-month period in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or a final non-appealable judgment of a Governmental Authority of competent jurisdiction. Notwithstanding the foregoing, in the event that the Company or any of its controlled affiliates asserts in any litigation or other terms and conditions thereoflegal proceeding that the provisions of Section 4 hereof or this Section 6 are illegal, invalid or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied unenforceable in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereofasserts any theory of liability or any claim for injunctive relief (other than any claim solely against Parent or Purchaser under, or change in arising out of any breach of, the interest rate, payment terms, or other Merger Agreement (consistent with the terms and conditions thereof), (cany claim against Guarantor under this Guaranty, any Confidentiality Agreement Claims and any EFL Claims) no such revocation shall apply against any Affiliate or, other than its right to any Guaranteed Obligations made or created after such date recover from the Guarantor for up to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion amount of the Guaranteed Obligations as or demand performance of the Guaranteed Obligations (subject to which limitations described herein, including the revocation is effective cap of $30,000,000.00 set forth in Section 1), the Guarantor, Parent or Purchaser then (i) the obligations of the Guarantor under this Guaranty shall terminate ab initio and which are notbe null and void, therefore(ii) if Guarantor has previously made any payments under this Guaranty, guaranteed hereunder, it shall be entitled to recover such payments and (iii) neither the Guarantor nor any Affiliate shall have any liability to the extent so applied shall not reduce Company with respect to the maximum obligation of Guarantor hereundertransactions contemplated by the Merger Agreement or under this Guaranty.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing is a continuing guaranty of the Guaranteed Obligations, changing Obligation and shall remain in full force and effect until the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right earlier to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that occur of: (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, the payment in full of the Guaranteed Obligation; (b) no such revocation shall apply to any Guaranteed Obligations the termination of the Merger Agreement in existence on such date (includingaccordance with its terms, but not limited to, any subsequent continuation, extension, only if Parent and Merger have no liability 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 Guaranteed Obligations made or created after such date financial obligation to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of Company that survives such revocationtermination (or, (d) no payment by Guarantorif it does, Borrowerthis Limited Guaranty shall terminate twelve months following such termination, or from any other source, unless prior to the date of that is twelve months after such revocation shall reduce termination a legal action for the maximum obligation of Guarantor hereunder, and (e) any Guarantors’ payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations Obligation is brought pursuant to and in accordance with this Limited Guaranty, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such claim in a final judicial determination or by written agreement of the Company and the Guarantors and the satisfaction in full by the Guarantors of the amount of the Guaranteed Obligation finally determined or agreed to be owed by the Guarantors with respect to such claim); or (c) consummation of the Closing. Upon the termination of this Limited Guaranty pursuant to the immediately preceding sentence, this Limited Guaranty shall automatically become void and no Guarantor shall thereafter have any liability whatsoever arising hereunder. Each Guarantor understands and agrees that, subject to the immediately preceding two sentences, this Limited Guaranty shall be construed as to which the revocation is effective and which are notan absolute, thereforeirrevocable, guaranteed hereunderunconditional, and continuing guaranty of payment and shall be enforceable by the Company and its successors, transferees, and assigns, subject to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderterms set forth herein.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed 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 Guaranteed Guarantied Obligations after prior Guaranteed Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future LiabilitiesGuarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative AgentLender, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on the date of receipt by Lender of such date written notice (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent Lender in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of Lender’s receipt of written notice of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.. 

Continuing Guaranty. This Limited Guaranty includes 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 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 this Limited Guaranty as of the earliest to occur of (i) the consummation of the Closing, (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 and all Guaranteed Obligations arising termination of the Merger Agreement in accordance with its terms under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing 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, if the Guaranteed Party has made a claim under this Limited Guaranty prior to such date, then the earliest of (w) a final, non-appealable Order resolving such claim determining that the 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If Limited Guaranty, such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no entitled to recover such revocation shall apply to any payments from the Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderParty, and (eiii) no Guarantor or any payment by Borrower or from Non-Recourse Parties shall have any source other than Guarantor, subsequent liability to the date Guaranteed Party or any of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and its Affiliates with respect to the extent so applied shall not reduce Merger Agreement, the maximum obligation of Guarantor hereunderEquity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guaranty.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative 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 shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Borrowers or from any source other than Guarantor, the Guarantors subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor the Guarantors hereunder.

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

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

Continuing Guaranty. This Guaranty includes any is a continuing guaranty and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing agreement of subordination and shall continue in effect and be binding upon each Guarantor until termination of the Revolving Commitments and payment and performance in full of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional including Guaranteed Obligations after prior which may exist continuously or which may arise from time to time under successive transactions, and each Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations have been satisfied exist. This Guaranty shall continue in whole or in part. To effect and be binding upon each Guarantor until actual receipt by the maximum extent permitted by law, Administrative Agent of written notice from such Guarantor hereby waives any right of its intention to revoke this discontinue its Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that transactions (a) no such revocation which notice shall not be effective until written notice thereof has been received by noon on the day five Business Days following such receipt); PROVIDED that no revocation or termination of this Guaranty in respect of any Guarantor shall affect in any way any rights of the Administrative Agent, (b) no such revocation shall apply the Issuing Bank and the Banks hereunder with respect to any Guaranteed Obligations in existence arising or outstanding on the date of receipt of such date (includingnotice, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent any of the Issuing Bank or the Banks in existence on the date as of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder(collectively, "Existing Guaranteed Obligations"), and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date sole effect of such revocation, notice shall first be applied to that portion exclude from this Guaranty in respect of the such Guarantor Guaranteed Obligations as to which the revocation is effective and thereafter arising which are not, therefore, guaranteed hereunder, and unconnected to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderany Existing Guaranteed Obligations.

Continuing Guaranty. This Guaranty includes 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 Guaranteed 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 arising under successive transactions continuingshall be admissible in evidence in any action or proceeding, compromisingand shall be binding upon the Company, extendingand conclusive for the purpose of establishing the amount of the Guarantee Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, increasingvalidity, modifying, releasingregularity or enforceability of the Guarantee Obligations or any instrument or agreement evidencing any Guarantee Obligations, or renewing by the Guaranteed 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 Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To and the maximum extent permitted by law, Guarantor Company hereby irrevocably waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply defenses it may now have or hereafter acquire in any way relating to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion all of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.foregoing. CHAR1\1461746v12

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

Continuing Guaranty. This Guaranty includes . 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 arising under successive transactions continuingshall be admissible in evidence in any action or proceeding, compromisingand shall be binding upon the Guarantors, extending, increasing, modifying, releasing, or renewing and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, changing absent demonstrable error. This Guaranty shall not be affected by the interest rategenuineness, payment termsvalidity, regularity or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion enforceability of the Guaranteed Obligations as or any instrument or agreement evidencing any Guaranteed 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 Guaranteed Obligations which might otherwise constitute a defense to the revocation is effective and which are not, therefore, guaranteed hereunderobligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the extent so applied shall not reduce the maximum obligation of Guarantor hereunderforegoing.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuaranteed 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 shall reduce the maximum obligation of Guarantor Guarantors hereunder, and (e) any payment by any Borrower or from any source other than Guarantor, a Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor Guarantors hereunder.

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional, complete and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof dishonor, nonpayment or 1 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no any and all defenses of the Borrowers 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 act or thing except irrevocable payment by Guarantorand 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 of the Borrowers or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Bank is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrowers to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderBank.

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

Continuing Guaranty. This Guaranty includes is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations (other than inchoate indemnity obligations), and none of the obligations of any and all Guaranteed Obligations arising under successive transactions continuingGuarantor hereunder shall be released, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand 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 Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderLender.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied ------------------- Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesIndebtedness. 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 Administrative AgentGuarantied Party, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent Guarantied Party in existence on the date of such revocation, and (d) no any payment by Guarantor, Borrower, Debtor or from any source other source, prior than the revoking Guarantor subsequent to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder.

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

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand 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 Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderBanks.

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

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, the Guarantors subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor the Guarantors hereunder.

Continuing Guaranty. This Guaranty includes any is a continuing guaranty and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing agreement of subordination and shall continue in effect and be binding upon each Guarantor until termination of the Commitments and payment and performance in full of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional including Guaranteed Obligations after prior which may exist continuously or which may arise from time to time under successive transactions, and each Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations have been satisfied exist. This Guaranty shall continue in whole or in part. To effect and be binding upon each Guarantor until actual receipt by the maximum extent permitted by law, Administrative Agent of written notice from such Guarantor hereby waives any right of its intention to revoke this discontinue its Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that transactions (a) no such revocation which notice shall not be effective until written notice thereof has been received by noon on the day five Business Days following such receipt); PROVIDED that no revocation or termination of this Guaranty in respect 61. of any Guarantor shall affect in any way any rights of the Administrative Agent, (b) no such revocation shall apply Agent and the Banks hereunder with respect to any Guaranteed Obligations in existence arising or outstanding on the date of receipt of such date (includingnotice, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent any of the Banks in existence on the date as of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder(collectively, "Existing Guaranteed Obligations"), and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date sole effect of such revocation, notice shall first be applied to that portion exclude from this Guaranty in respect of the such Guarantor Guaranteed Obligations as to which the revocation is effective and thereafter arising which are not, therefore, guaranteed hereunder, and unconnected to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderany Existing Guaranteed Obligations.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent the Lender Group in existence on the date of such revocation, (d) no payment by such Guarantor, Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand 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 Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderBanks.

Continuing Guaranty. This Guaranty includes Guarantor hereby unconditionally guarantees and promises to pay on demand to PFG, in lawful money of the United States, all Indebtedness of Borrower now or hereafter owing to PFG. As used herein, the term “Indebtedness” is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all Guaranteed Obligations arising under successive transactions continuingdebts, compromisingduties, extendingobligations, increasingliabilities, modifyingrepresentations, releasingwarranties and guaranties of Borrower or any one or more of them, heretofore, now, or renewing the Guaranteed Obligationshereafter made, changing the interest rate, payment termsincurred, or created (including, without limitation, any interest, charges, and other terms sums accruing after the filing of a petition by or against Borrower under the Bankruptcy Code), 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 conditions thereofwhether 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 creating 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 Guaranteed Obligations after prior Guaranteed Obligations have been satisfied instrument, document or agreement; and (c) any and all reasonable attorneys’ fees, court costs, and collection charges incurred in whole endeavoring to collect or in part. To the maximum extent permitted by law, Guarantor hereby waives enforce any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding of the foregoing waiveragainst Borrower, Guarantor, or any other person liable thereon (whether or not suit be brought) and any other reasonable expenses of, for or incidental to collection thereof. This Guaranty is given in consideration for credit and other financial accommodations which may, from time to time, be given by PFG to Borrower in PFG’s sole discretion, but Guarantor acknowledges and agrees that (a) no acceptance by PFG of this Guaranty shall not constitute a commitment of any kind by PFG to extend such revocation credit or other financial accommodation to Borrower or to permit Borrower to incur Indebtedness to PFG. All sums due under this Guaranty shall be effective bear interest from the date due until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply the date paid at the highest rate charged with respect to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderIndebtedness.

Continuing Guaranty. This Guaranty includes is an unconditional and continuing guaranty of payment and agreement to pay to the Creditor the amount of any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing payment made by the Guaranteed Creditor of the 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 Guaranteed Obligations after prior Guaranteed 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 to the Creditor by the Guarantor in full of the Obligations. To No notice of any renewal or extension of the maximum extent permitted by law, Obligations need be given to the Guarantor. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof dishonor, nonpayment or nonperformance on any and all forms of the Obligations or the Norwest Debt; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed Obligations made or created after such date kind and description relating to the extent made Obligations or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocationNorwest Debt now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment by Guarantor, Borrower, or from any other source, prior and all defenses of the Creditor pertaining to the date Obligations or of such revocation the Debtor with respect to the Norwest Debt. The Guarantor shall reduce 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 maximum obligation Obligations. Notwithstanding the terms of this Guaranty to the contrary, the Guarantor hereundershall not be liable under this Guaranty at any time when (A) either (I) a Creditor Default has occurred and is continuing or (II) the Norwest Obligations have been assigned to the Creditor, and (eB) the Debtor is in compliance with the Norwest Obligations which have been assigned or otherwise transferred from the Lender to the Creditor by contract, subrogation or any payment by Borrower other means, provided that, after such assignment or from transfer has occurred, at any source time any Event of Default other than Guarantora Creditor Default occurs and is continuing, subsequent to the date of such revocation, Guarantor shall first thereafter be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderliable under this Guaranty.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior 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 LiabilitiesObligations. If such a revocation is effective notwithstanding the foregoing waiver, to the maximum extent permitted by law, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on the date of receipt by Administrative Agent of such date written notice (including, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent any Secured Party in existence on the date of such revocation, (d) no payment by any guarantor (including any Guarantor (other than such Guarantor)), Borrower, or from any other source, prior to the date of Administrative Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes Agreement is an absolute, unconditional and continuing guaranty of payment and performance of the Guaranteed Obligations and shall continue to be in force and be binding upon each Guarantor until the Guaranteed Obligations have been paid and performed in full. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Obligations under and in respect of the Notes and the Loan Agreement. No notice of the Guaranteed Obligations to which this Agreement may apply, or of any renewal or extension thereof, need be given to Guarantors, and none of the foregoing acts shall release Guarantors from liability hereunder. Each Guarantor hereby expressly waives (a) demand of payment or performance, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of the Guaranteed Obligations; (b) notice of acceptance of this Agreement 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 arising now or hereafter provided for by any statute, law, rule or regulation; and (d) any right Guarantor may have, whether under successive transactions continuingTxxxx 00, compromisingXxxx. Xxxx. §000, extendingTitle 15, increasingOkla. Stat. Sections 334, modifying337, releasing338, 341 and 344, or renewing otherwise, to set-off of any other collateral or security given to secure the Guaranteed Obligations, changing against the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied or receive or assert the reduction of Guarantor's obligations in whole the same measure or in partamount afforded to Borrowers, as principal or otherwise. To the maximum extent permitted by law, Each Guarantor hereby waives any right acknowledges that Lender may obtain other guaranties to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, secure payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunderObligations, and to the extent so applied each Guarantor expressly agrees that Guarantor’s liability hereunder shall not reduce in any way be affected or impaired by the maximum obligation existence of Guarantor hereundersuch other guaranties and that Guarantor’s liability hereunder will be joint and several with all other Co-Obligors.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent the Lender Group in existence on the date of such revocation, (d) no payment by any Guarantor, Borrowerthe Borrowers, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of any Guarantor hereunder, and (e) any payment by Borrower the Borrowers or from any source other than Guarantor, any Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.

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

Continuing Guaranty. This Limited Guaranty includes any is a continuing guaranty and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under this Limited Guaranty as of the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where there are no unpaid Guaranteed Obligations of Parent; and (c) the earlier of (i) the Termination Date or (ii) the date falling 30 days after the termination of the Merger Agreement in circumstances where there are unpaid Guaranteed Obligations of Parent (unless prior to such date, in the case of clause (c) above, the Guaranteed Party has notified the Guarantor of its intention to make a claim under this Limited Guaranty, specifying the basis for such claim, and shall have made such claim as promptly as reasonably practicable after giving such notice, or has previously made a claim under this Limited Guaranty, in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or by binding arbitration pursuant to Section 14 (Arbitration) hereof). 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 (A) that the provisions of Section 1 hereof limiting the Guarantor’s liability to its Cap (except and only to the extent as otherwise provided in clause (c) of Section 1) and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Xxxxxxx 0, Xxxxxxx 00 (Xx Recourse), Section 11 (Governing Law), Section 15 (No Third Party Beneficiaries) or Section 17 (Miscellaneous) or the last sentence of Section 5 (No Subrogation) hereof are illegal, invalid or unenforceable in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (bB) no such revocation shall apply to any Guaranteed Obligations that the Guarantor is liable in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion respect of the Guaranteed Obligations in excess of or to a greater extent than the Cap, or (C) any theory of liability against any Recourse Party (as defined below) or any Non-Recourse Party (as defined below) with respect to this Limited Guaranty, the Debt Commitment Letter, the Voting and Subscription Agreement, 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 below) asserted by the Guaranteed Party against the Recourse Party(ies) against which such Retained Claims may be asserted in accordance with Section 10 hereof, then: (i) the revocation is effective obligations of the Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and which are notbe null and void; (ii) if the Guarantor has previously made any payments under or in connection with this Limited Guaranty, thereforeit shall be entitled to recover and retain such payments; and (iii) neither the Guarantor nor any other Recourse Parties or any Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, guaranteed hereunderwhether sounding in contract, and tort, statute or otherwise) to the extent so applied shall not reduce Guaranteed Party or any other Person in any way under or in connection with this Limited Guaranty, the maximum obligation of Guarantor hereunderMerger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Voting and Subscription Agreement and the Debt Commitment Letter), or the transactions contemplated hereby or thereby.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied Obligations (unless the Guarantied Obligations have been Paid in Full or unless the sale of such Guarantor as permitted by Section 19 hereof has occurred). 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 Administrative AgentSecured Parties, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent Secured Parties 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 any Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes THIS IS A GENERAL GUARANTY WHICH IS ENFORCEABLE BY CUSTOM MANUFACTURING & ENGINEERING, ITS SUCCESSORS AND ASSIGNS (or his/her/their heirs and assigns). THIS IS ALSO AN ABSOLUTE AND UNCONDITIONAL GUARANTY. The undersigned (each a "Guarantor"), jointly and severally (if more than one), absolutely and unconditionally guarantee the prompt payment to Lender, including its successors and assignees, of any and all Guaranteed Obligations arising under successive transactions continuingincurred by the Borrower pursuant to the Agreement (this "Personal Guaranty"). Each Guarantor further agrees to repay the Obligations on demand, compromisingwithout requiring Lender first to enforce payment against Borrower. This is a guarantee of payment and not of collection. This is an absolute, extendingunconditional, increasingprimary, modifying, releasing, or renewing and continuing obligation and will remain in full force and effect until the Guaranteed Obligations, changing first to occur of the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed following: (a) all of the Obligations have been satisfied indefeasibly paid in whole full, and Lender has terminated this Personal Guaranty, or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such 30 days after the date on which written notice of revocation shall apply to any Guaranteed is actually received and accepted by Lender. No revocation will affect: (i) the then existing liabilities of the revoking Guarantor under this Personal Guaranty; (ii) Obligations in existence on such date (includingcreated, but not limited tocontracted, any subsequent continuationassumed, extension, acquired 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 Guaranteed Obligations made or created after such date incurred prior to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the effective date of such revocation; (iii) Obligations created, (d) no payment by Guarantorcontracted, Borrowerassumed, acquired or from any other source, prior to incurred after the effective date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) pursuant to any payment by Borrower agreement entered into or from any source other than Guarantor, subsequent commitment obtained prior to the effective date of such revocation, shall first be applied to ; or (iv) any Obligations then or thereafter arising under the agreements or instruments then in effect and then evidencing the Obligations. Each Guarantor represents and warrants that portion it is a legal resident of the Guaranteed Obligations as United States of America. Each Guarantor waives all notices to which the revocation is effective and which are not, therefore, guaranteed hereunderGuarantor might otherwise be entitled by law, and also waives all defenses, legal equitable, otherwise available to the Guarantor. This Personal Guaranty shall be construed in accordance with the laws of the State of Florida, and shall inure to the benefit of Lender, its successors and assigns. To the extent so applied shall not reduce prohibited by applicable law, each of the maximum obligation undersigned Guarantors waives its right to a trial by jury of Guarantor hereunder.any claim or cause of action based upon, arising out of or related to this guaranty, the Agreement and all other documentation evidencing the Obligations, in any legal action or proceeding. CME: By: Xxxxxxx Xxxxx, General Counsel CUSTOMER: Signature Printed Name, Title Address City, State, Zip Code Date Email Phone I do not want to be contacted with the lastestlatest news and offers from Custom Manufacturing & Engineering POST-TRIAL ACTIVITIES: Date Time Exhibit A: Products SiteLites- Quad Work Light (SL12KT) Light-weight temporary lighting, with four adjustable LED heads, providing 12,000 Lumens for any job-site lighting needs! Floods – 60 degree beam spread (SL12KT-F) Spots – 30 degree beam spread (SL12KT-S) Hybrid – 30 and 60 degree beam spread LED heads (SL12KT-H) Price: $420.00 SiteLites- Uni-Pod Work Light (SL9KT-H) Light-weight temporary lighting, with one adjustable LED head, providing 9,000 Lumens for any job-site lighting needs! Price: $325.00 SiteLites- Floor Work Light (SL6KF) Light-weight temporary lighting, with two adjustable LED heads, providing 6,000 Lumens for any job-site lighting needs! Floods – 60 degree beam spread (SL6KF-F) Spots – 30 degree beam spread (SL6KF-S) Price: $280.00 SiteLites- Magnetic Work Light (SL2KR-H) Light-weight temporary lighting, with a magnetic base, providing 1,800 Lumens for any job-site lighting needs! Price: $99.00 Exhibit B: Trial Order Form DATE : SHIPPING ADDRESS NAME : STREET ADDRESS : APT #OR SUITE # : CITY : STATE ZIP CODE: CONTACT INFORMATION NAME OF PERSON USING CREDIT CARD CONTACT PHONE NUMBER : E-MAIL ADDRESS : CREDIT CARD INFORMATION CREDIT CARD NUMBER : EXPIRATION DATE : CARD VERFICATION # : BILLING ADDRESS Same as Shipping Address NAME ON CREDIT CARD : STREET ADDRESS : APT #OR SUITE # : CITY : STATE ZIP CODE: PART NUMBER QTY PRICE EACH Security Deposit ITEM 1 $ SUBTOTAL : TAX : 0 Tax Exempt SHIPPING : 0 BILLED TO CARD :

Continuing Guaranty. This Guaranty includes any OCI and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the OTI shall each be liable for its Guaranteed Obligations, changing plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations may be created and continued in any amount without affecting or impairing the interest rate, payment termsliability of OCI or OTI therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by KTI, or other terms any renewal or extension of any thereof need be given to OCI or OTI and conditions thereof, none of the foregoing acts shall release OCI or creating new OTI from liability hereunder. The agreement of OCI or additional OTI pursuant to the Credit Agreement with respect to its Guaranteed Obligations after prior is an absolute, unconditional and continuing guaranty of payment of such Guaranteed Obligations have been satisfied and shall continue to be in whole force and be binding upon OCI or OTI until such Guaranteed Obligations are paid in partfull and the Credit Agreement is terminated, and KTI may continue, at any time and without notice to such Borrower, to extend credit or other financial accommodations and loan monies to or for the benefit of the other on the faith thereof. To Each of OCI and OTI hereby waives, to the maximum fullest extent permitted by law, Guarantor hereby waives any right they may have to revoke this Guaranty as or terminate its guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and the Credit Agreement is terminated. In the event either OCI or OTI shall have any right under applicable law to future Liabilities. If otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such termination or revocation shall not be effective until written notice thereof has been of such termination or revocation, signed by person, is actually received by Administrative Agent, (b) no KTI's officer responsible for such matters. Any notice of termination or revocation described above shall apply to any not affect OCI's or OTI's guaranty of the Guaranteed Obligations in existence on relation to (i) any of the Guaranteed Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after receipt thereof, if such date (Guaranteed Obligations were incurred through loans by KTI , and/or for the purpose of protecting any collateral, including, but not limited tolimited, any subsequent continuationto all protective advances, extensioncosts, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or renewal thereofincurred by KTI in connection with the Guaranteed Obligations. If, in reliance on either OCI or change in the interest rateOTI's guaranty of its 11 Guaranteed Obligations, payment terms, KTI makes loans or other terms and conditions thereof), (c) no such revocation shall apply advances to any Guaranteed Obligations made or created for the benefit of the other or takes other action under this Agreement after such date to aforesaid termination or revocation by the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, undersigned but prior to the date receipt by KTI of said written notice as set forth above, the rights of KTI shall be the same as if such termination or revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall had not reduce the maximum obligation of Guarantor hereunderoccurred.

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

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional, complete and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation 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 Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of Borrower pertaining to the Obligations except for the defense of discharge by payment. Guarantor shall apply not be exonerated with respect to its liabilities under this Guaranty by any Guaranteed act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the obligations constitute the direct and primary obligations of Guarantor and that the covenants, agreements and all obligations of Guarantor hereunder be absolute, unconditional and irrevocable. If any payment received by Lender, its successors or assigns, and applied to the Obligations in existence on such date is subsequently set aside, recovered, rescinded or required to be returned for any reason (including, but not limited towithout limitation, any subsequent continuation, extension, the bankruptcy or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereofinsolvency of Guarantor), (c) no the Obligations to which such revocation payment was applied shall apply be deemed to any Guaranteed Obligations made or created after have continued in existence, notwithstanding such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderapplication, and (e) any payment by Borrower or from any source other than Guarantor, subsequent the provisions of this Guaranty shall be enforceable as to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as fully as if such application had never been made. References to which the revocation is effective amounts "irrevocably paid" and which are not"irrevocable payment" refer to payments that cannot be set aside, thereforerecovered, guaranteed hereunder, and rescinded or required to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderbe returned for any reason.

Continuing Guaranty. This Guaranty includes any and all Guaranteed 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 Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuaranteed 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 shall reduce the maximum obligation of Guarantor Guarantors hereunder, and (e) any payment by U.K. Borrower or from any source other than Guarantor, a Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor Guarantors hereunder.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Each Borrower shall be liable for its Guaranteed Obligations, changing plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations may be created and continued in any amount without affecting or impairing the interest rate, payment termsliability of either Borrower therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by the Bank, or other terms any renewal or extension of any thereof need be given to either Borrower and conditions thereof, or creating new or additional none of the foregoing acts shall release either Borrower from liability hereunder. The agreement of each Borrower pursuant to the Credit Agreement with respect to its Guaranteed Obligations after prior is an absolute, unconditional and continuing guaranty of payment of such Guaranteed Obligations have been satisfied and shall continue to be in whole force and be binding upon such Borrower until such Guaranteed Obligations are paid in full and the Credit Agreement is terminated, and the Bank may continue, at any time and without notice to either Borrower, to extend credit or in partother financial accommodations and loan monies to or for the benefit of the other Borrower on the faith thereof. To Each Borrower hereby waives, to the maximum fullest extent permitted by law, Guarantor hereby waives any right it may have to revoke this Guaranty as or terminate its guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and the Credit Agreement is terminated. In the event either Borrower shall have any right under applicable law to future Liabilities. If otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such termination or revocation shall not be effective until written notice thereof has been of such termination or revocation, signed by such Borrower, is actually received by Administrative Agent, (b) no the Bank's officer responsible for such matters. Any notice of termination or revocation described above shall apply to any not affect such Borrower's guaranty of the Guaranteed Obligations in existence on relation to (i) any of the Guaranteed Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after receipt thereof, if such date (Guaranteed Obligations were incurred either through loans by the Bank or Letters of Credit issued by the Bank pursuant to its existing financing arrangements with the other Borrower, including, without limitation, advances, readvances or letters of credit in an aggregate outstanding amount not to exceed the aggregate amount of the Commitment as of the time such notice of termination or revocation was received, and/or for the purpose of protecting any collateral, including, but not limited tolimited, any subsequent continuationto all protective advances, extensioncosts, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or renewal thereofincurred by the Bank in connection with the Guaranteed Obligations. If, or change in reliance on either Borrower's guaranty of its Guaranteed Obligations, the interest rate, payment terms, Bank makes loans or other terms and conditions thereof), (c) no such revocation shall apply advances to any Guaranteed Obligations made or created for the benefit of the other Borrower or takes other action under this Agreement after such date to aforesaid termination or revocation by the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, undersigned but prior to the date receipt by the Bank of such revocation shall reduce said written notice as set forth above, the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion rights of the Guaranteed Obligations Bank shall be the same as to which the if such termination or revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall had not reduce the maximum obligation of Guarantor hereunderoccurred.

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 DRAPXX XXXK 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 any is an absolute and all Guaranteed Obligations arising under successive transactions continuingunconditional 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 Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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 Xxxxx Xxxx Xxxxxxx, XX 00000-0000 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, 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 X. Xxxxx, Xx. ------------------------ Vice President 35 STATE OF PA ) NOTARIAL SEAL ) BETTX XXX XXXX, XXTARY PUBLIC :ss HORSHAM TWP., MONTXXXXXX XXXNTY ) MY COMMISSION EXPIRES FEB. 22, 1999 COUNTY OF MONTXXXXXX ) On this 14 day of March, 1996 before me a Notary Public, personally appeared John X. Xxxxx, Xx., xxo represented to future Liabilities. If such me to be the _________________ of Advanta Corp., a revocation is effective notwithstanding _______________, that executed the within and foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderinstrument, and (e) any payment by Borrower or from any source other than Guarantoracknowledged said instrument to be the free and voluntary act and deed of said corporation, subsequent to for the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective uses and which are not, therefore, guaranteed 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 obligation of Guarantor hereunderexecute said instrument.

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

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesIndebtedness. 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 Administrative AgentLender, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent Lender in existence on the date of such revocation, (d) no payment by a 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 Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative 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 shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Grantors or from any source other than Guarantor, the Guarantors subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor the Guarantors hereunder.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 shall reduce the maximum obligation of any Guarantor hereunder, and (e) any payment by any Borrower or from any source other than Guarantor, a Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.

Continuing Guaranty. This Guaranty is continuing, and shall remain in effect until all Guaranteed Obligations have been indefeasibly paid in full in cash, all Commitments have terminated, all Letters of Credit have expired or terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), the Loans have been repaid in full and all other amounts then due and payable under the Loan Documents have been paid in full (the “Termination Date”). This Guaranty includes any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior 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 any future Liabilitiestransaction giving rise to any Guaranteed Obligation. 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 Administrative AgentSecured Parties, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent Secured Parties in existence on the date of such revocation, (d) no payment by any Guarantor, including the 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 Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation obligations of such Guarantor hereunder. Each Guarantor agrees and acknowledges that the Administrative Agent and each holder of any Guaranteed Obligations may demand payment of, enforce and recover from any Guarantor or any other Person obligated for any or all of such Guaranteed Obligations in any order and in any manner whatsoever, without any requirement that the Administrative Agent or such holder seek to recover from any particular Guarantor or other Person first or from any Guarantors or other Persons pro rata or on any other basis.

Continuing Guaranty. This 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 includes (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 Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, costs and expenses (including reasonable attorneys’ fees and expenses) that Landlord incurs (whether or renewing 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 Guaranteed Obligations, changing including in bankruptcy proceedings. All payments under this Guaranty shall be in lawful money of the interest rateUnited 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 shall continue to be effective or shall be reinstated if at any time any payment termsof any of the Obligations is rescinded or otherwise must be returned by Landlord for any reason (including the insolvency, bankruptcy or other terms and conditions thereofreorganization of Tenant), or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have all as though such payment had not been satisfied in whole or in partmade. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received any defense arising by Administrative Agentreason of any disability or other circumstance that might constitute a defense available to, or a discharge of, Tenant, (b) no such revocation shall apply any requirement of promptness or diligence on the part of Landlord and (c) all presentments, demands for performance, protests and notices with respect to any Guaranteed of the Obligations or 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 existence on such date 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, any subsequent continuationrights of exoneration, extensionindemnity, or renewal thereofcontribution, or change in the interest ratereimbursement and subrogation. This Guaranty shall be binding upon Guarantor and it’s heirs, payment termslegal representatives, or other terms successors and conditions thereof)assigns, (c) no such revocation and shall apply to any Guaranteed Obligations made or created after such date 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 Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of 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 Guarantorproceeding to enforce this Guaranty may be in King County, subsequent to the date State of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderWashington.

Continuing Guaranty. This Subject to the limitations set forth in paragraph 15, this Guaranty includes any is an absolute, unconditional and all 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 Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied paid in whole or in partfull. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written No notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which this Guaranty may apply, or of any renewal, modification, consolidation, repayment, extension or amendment thereof need be given to Guarantor and none of the revocation is effective foregoing acts shall release Guarantor from liability hereunder. Guarantor hereby expressly waives (a) demand for payment or performance, presentment, protest, notice of dishonor, nonpayment or nonperformance of any and all forms of the Guaranteed Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which are notit may apply; (c) all other notices and demands of any kind and description relating to the Guaranteed Obligations now or hereafter provided by any statute, thereforelaw, guaranteed hereunderrule or regulation; (d) all claims and/or rights of counterclaim, recoupment, setoff or offset; (e) any 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 cause whatsoever, other than payment in full in legal tender of the 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 time, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.Guaranteed Obligations are secured by a mortgage on interests in real property, 12 Okla.

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional, complete and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand 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 Person for such or otherwise. The acceptance of this Guaranty by the Bank 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 Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderBank.

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 are fully performed and the Loan is fully repaid, the Guarantor shall not be released by any act or thing which might, but for this provision, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Agent or any Lender or its failure to proceed promptly or otherwise, or 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 the Agent or any of the Lenders, whether relating to the Loan or otherwise, and the Guarantor hereby expressly waives and surrenders any defenses to 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 that the obligations of the Guarantor hereunder are absolute and unconditional under any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing circumstances. The Guarantor has also executed the Guaranteed Obligations, changing Completion Guaranty and the interest rate, payment terms, or other terms Operating Deficit Guaranty in favor of the Agent and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges Lenders and agrees that (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 Administrative Agentnot decrease the Guarantor's liability under the Completion Guaranty or the Operating Deficit Guaranty, and (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied Operating Deficit Guaranty shall not reduce decrease or diminish the maximum obligation of Guarantor hereunderGuarantor's liability under this Guaranty.

Continuing Guaranty. This Guaranty includes any is a complete and all Guaranteed Obligations arising under successive transactions continuingcontinuing ------------------- 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 Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed 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 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 (a) demand of payment, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) 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 Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) 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 act or thing except irrevocable payment and performance of the Obligations, it 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 security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Lenders and 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 any Lender. For further certainty, and without in any way limiting the generality of the foregoing or any provisions hereafter, the Guarantor agrees that to the extent permitted by applicable law, Guarantor hereby waives any right to revoke the Lenders' rights under this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding Guarantee will not be prejudiced by the foregoing waiver, Guarantor acknowledges and agrees that existence or occurrence (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, with or renewal thereof, without the knowledge or change in consent of the interest rate, payment terms, or other terms and conditions thereofGuarantor), (c) no such revocation shall apply to of any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.following:

Continuing Guaranty. This Guaranty includes any may not be revoked or terminated and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing will remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, changing will be binding upon the interest rateGuarantor and its successors and assigns, and will inure to the benefit of, and be enforceable by, the Company and its successors and permitted assigns. Notwithstanding the foregoing, this Guaranty will terminate and the Guarantor will have no further rights or obligations under this Guaranty as of the earliest of (i) the Effective Time, (ii) the valid termination of the Merger Agreement by Parent and the Company pursuant to Section 10.01 of the Merger Agreement under circumstances in which none of the Guaranteed Obligations is payable, (iii) the payment termsof the Parent Termination Fee or an amount of the Guaranteed Obligations equal to the Maximum Liability Cap (unless any portion is legally compelled by judicial order or otherwise to be returned by the Company), and (iv) the 150-day anniversary following termination of the Merger Agreement in accordance with its terms unless prior to such 150-day anniversary (x) the Company shall have delivered a written notice to the Guarantor with respect to any of the Guaranteed Obligations in accordance with the terms hereof or (y) the Company shall have commenced a suit, action or other terms and conditions thereof, or creating new or additional proceeding alleging that Guaranteed Obligations are due and payable under this Guaranty; provided, that with respect to clause (iv), if the Merger Agreement has been terminated and such notice has been provided or such suit, action or other proceeding has been commenced, the Guarantor will have no further liability or obligation under this Guaranty from and after prior Guaranteed Obligations have been satisfied the earlier of (x) a final, nonappealable order of a court of competent jurisdiction in accordance with Section 12 hereof determining that the Guarantor does not owe any amount under this Guaranty and (y) a written agreement between the Guarantor and the Company that specifically references this Section 6(iv) in which the Company acknowledges that the obligations and liabilities of the Guarantor pursuant to this Guaranty are terminated. Notwithstanding the foregoing, in the event that the Company or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Maximum Liability Cap or any other provisions of this Guaranty are illegal, invalid or unenforceable in whole or in part. To , or asserting any claim or theory of liability against any Parent Party or Non-Recourse Party, other than (A) claims against Parent or Merger Sub pursuant to the maximum extent permitted by lawMerger Agreement for the remedies under the Merger Agreement, but subject to the limitations therein, (B) claims against the Guarantor hereby waives any right to revoke under this Guaranty as for any of the Guaranteed Obligations, but subject to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agentlimitations herein, (bC) no such revocation shall apply claims by the Company to any Guaranteed Obligations specifically enforce the Equity Financing Commitment in existence on such date (includingaccordance with its terms, 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 Guaranteed Obligations made or created after such date only to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderexpressly set forth therein, and (eD) claims against Xxxxxxxxxxx Partners, L.P. under the Confidentiality Agreement, then (x) the obligations of the Guarantor under this Guaranty will terminate ab initio and be null and void, (y) if the Guarantor has previously made any payment by Borrower payments under this Guaranty, it will be entitled to recover such amounts from the Company, and (z) no Parent Party or from any source other than Guarantor, subsequent Non-Recourse Party will have any liability to the date Company or any of such revocationits Affiliates with respect to the transactions contemplated by the Merger Agreement, shall first be applied to the agreements executed in connection therewith, including this Guaranty and the Equity Financing Commitment, or the transactions contemplated thereby; provided that portion the foregoing will not affect the right of the Guaranteed Obligations as Company to which assert any claim under the revocation Confidentiality Agreement against the other party thereto. The Company acknowledges that the Guarantor is effective and which are not, therefore, guaranteed hereunder, and agreeing to enter into this Guaranty in reliance on the extent so applied shall not reduce the maximum obligation provisions set forth in this Section 6. This Section 6 will survive termination of Guarantor hereunderthis Guaranty.

Continuing Guaranty. This Guaranty includes any guaranty is a continuing guaranty and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing 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, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional including Guaranteed Obligations after prior which may exist continuously or which may arise from time to time under successive transactions, and 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 have been satisfied exist. This guaranty shall continue in whole effect and be binding upon each Subsidiary Guarantor until actual receipt by, as applicable, any Lender or in part. To the maximum extent permitted by law, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that transactions (a) no such revocation which notice shall not be effective until written notice thereof has been received by Administrative Agentnoon 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 Guaranteed Obligations in existence arising or outstanding on the date of receipt of such date (includingnotice, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent such Lender or such September Notes Lender in existence on the date as of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder(collectively, “Existing Guaranteed Obligations”), and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date sole effect of such revocation, notice shall first be applied to that portion of the exclude from this guaranty Guaranteed Obligations as to which the revocation is effective and thereafter arising which are not, therefore, guaranteed hereunder, and unconnected to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderany Existing Guaranteed Obligations.

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand 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 Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderBanks.

Continuing Guaranty. In consideration of extension of credit by us to you and/or forbearance from immediate collection of any existing indebtedness of you to us, the Guarantor (herein “Guarantor” whether one or more) hereby unconditionally guarantees, jointly and severally, punctual payment and performance of all your obligations, present and future, to us including all collection cost, court costs and attorney’s fees. This Guaranty includes shall be continuing and unlimited and may be terminated only upon 30 days’ written notice to the us. Any cancellation of this Guaranty shall not relieve Guarantor of any and obligations of Guarantor hereunder arising prior to the effective date of such cancellation. We may exercise our rights under this Guaranty without first taking any action against you. Guarantor shall be bound hereunder even if you for any reason are not liable in law or equity to pay part or all Guaranteed Obligations arising under successive transactions continuingof your obligations to us (e.g. if you are deemed incompetent, compromisingdo not have the capacity to create or be bound to pay such obligation, extending, increasing, modifying, releasingdo not legally exist, or renewing do not properly and lawfully authorize the Guaranteed Obligationscreation of such obligation). Guarantor acknowledges that Guarantor will receive a direct and material benefit from you covered by the terms of this Guaranty. We shall be entitled to enforce the obligations of this Guaranty against the Guarantor without regard to the filing of any bankruptcy or insolvency proceedings by you. Guarantor hereby authorizes Guarantor’s creditors and references, changing including, but not limited to, those listed on the interest ratecredit application, payment termsto release to us whatever information may be contained in their files pertaining to personal and financial dealings with Guarantor, and grant us permission to complete any credit investigation of Guarantor, including but not limited to, reports by a credit reporting agency or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in partentity. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiverall notices, Guarantor acknowledges demands, and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply presentations relating to any Guaranteed Obligations in existence on such date extension of credit or default. No subsequent activities by us or transactions between us other than payment (including, but not limited to, any subsequent continuation, extension, extensions of due dates or renewal thereof, release of substitutions or change in collateral security) shall affect Guarantors obligations under this Guaranty. Post judgement interest shall accrue on all sums due under this Guaranty at the post judgement interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply rate applicable to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderus.

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed 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 Guaranteed Obligations after prior Guaranteed 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, 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 Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand 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 Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderLender.

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed Obligations, changing and the interest rateobligations of any Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed 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, 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 expressly waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, 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 Administrative Agentof 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 Guaranteed Obligations in existence on such date (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), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed 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 Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no 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 act or thing except irrevocable payment by Guarantorand performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantors and that the covenants, agreements and all obligations of the Guarantors hereunder be absolute, unconditional and irrevocable. The Guarantors 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 the maximum obligation of Guarantor hereunder, and (e) Agent or any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderLender.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesIndebtedness (except as to future Bank Product Obligations owing by Borrower or any of the Guarantors 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 Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of 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 shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes any is a continuing guaranty and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing agreement of subordination and shall continue in effect and be binding upon each Subsidiary Guarantor until termination of the Additional Term Commitment and payment and performance in full of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional including Guaranteed Obligations after prior which may exist continuously or which may arise from time to time under successive transactions, and 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 have been satisfied exist. This Guaranty shall continue in whole or in part. To effect and be binding upon each Subsidiary Guarantor until actual receipt by the maximum extent permitted by law, Lender of written notice from such Subsidiary Guarantor hereby waives any right of its intention to revoke discontinue this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that transactions (a) no such revocation which notice shall not be effective until written notice thereof has been received by Administrative Agentnoon 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 the Lender hereunder with respect to any Guaranteed Obligations in existence arising or outstanding on the date of receipt of such date (includingnotice, but not limited to, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent the Lender in existence on the date as of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder(collectively, “Existing Guaranteed Obligations”), and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date sole effect of such revocation, notice shall first be applied to that portion of the exclude from this Guaranty Guaranteed Obligations as to which the revocation is effective and thereafter arising which are not, therefore, guaranteed hereunder, and unconnected to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderany Existing Guaranteed Obligations.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed 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 LiabilitiesGuarantied 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 Administrative Agent, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on the date of receipt by Agent of such date written notice (including, but not limited to, 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 Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent 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 shall reduce the maximum obligation of Guarantor Guarantors hereunder, and (e) any payment by Borrower or from any source other than Guarantor, any Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor Guarantors hereunder.

Continuing Guaranty. THIS GUARANTY IS AN ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTEE. This Guaranty includes any and 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, extendingGuarantor shall have the right to terminate this Guaranty at any time effective ten (10) days after receipt by Bank of written notice of Guarantor's intention to terminate this Guaranty. Such termination will not affect Guarantor's obligations with respect to, increasingand this Guaranty will remain in full force and effect with respect to, modifying, releasing, or renewing all of the Guaranteed ObligationsObligations then due and owing or then contracted for or existing, changing whether or not yet due, at the interest ratetime such notice becomes effective, payment termsand all obligations described in paragraph 4.e. of this Guaranty, whether then existing or other terms arising in the future, and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply also with respect to any Guaranteed Obligations in existence on such date (includingsubsequent loans, but not limited toextensions of credit, any subsequent continuation, extension, 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 Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other sourcefinancial accommodations which, prior to the date effectiveness of such revocation shall reduce the maximum obligation notice, Bank may have committed to make to Borrower (regardless of Guarantor hereunder, and (e) whether Bank waives any payment by Borrower default or from any source other than Guarantor, subsequent condition precedent to the date making of such revocationloans, shall first be applied extensions of credit, or other financial 2 accommodations), together with all interest thereon and all expenses, including costs of collection and attorneys' fees, with respect to that portion of the such Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderthis Guaranty.

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