Common use of Continuing Guaranty Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Continuing Guaranty. 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 Guarantied Obligations 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 obligations of Guarantor hereunder arising prior to the effective date of such cancellation. We may exercise our rights under successive transactions continuingthis 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 of 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 Guarantied 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 Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in partentity. To the maximum extent permitted by law, each Guarantor hereby waives all notices, demands, and presentations relating to any right to revoke extension of credit or default. No subsequent activities by us or transactions between us other than payment (including, but not limited to, extensions of due dates or release of substitutions or collateral security) shall affect Guarantors obligations under this Guaranty. Post judgement interest shall accrue on all sums due under this Guaranty as at the post judgement interest rate applicable to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderus.

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

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

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

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

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

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis a complete and continuing ------------------- guaranty of payment and performance of the Obligations. This Guaranty being a guarantee of payment and not of collectibility and being absolute and unconditional, compromisingthe obligations of the Guarantor hereunder shall not be released, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum 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, each Guarantor hereby waives the Lenders' rights under this Guarantee will not be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Guarantor), of any right of the following: (i) any act or omission on the part of the Agent or the Lenders which may impair or prejudice the rights of the Guarantor, including rights to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiverobtain subrogation, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiariesexoneration, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuationcontribution, extensionindemnification, or renewal thereofany other reimbursement from the Borrower or any Person, or change in otherwise act as a deemed release or discharge; or any action which any of the interest rate, payment terms, Agent or other terms and conditions thereof), the Lenders or the Borrower may take or refrain from taking with respect to the Obligations; (cii) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made permitted by applicable law, any incapacity, disability, or created pursuant to lack or limitation of status or of the power of the Borrower or of the Borrower's directors, managers, officers or agents; the discovery that the Borrower is not or may not be a legally binding commitment legal entity; or any irregularity, defect or informality in the incurring of Beneficiaries in existence on any of the date Obligations; or (iii) the invalidity, unenforceability, or irrecoverability of such revocation, (d) no payment by any Guarantor, of the Obligations as against the Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderPerson.

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

Continuing Guaranty. This Limited Guaranty includes Guarantied may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all the Obligations arising payable under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations this Limited Guaranty have been paid in full. Notwithstanding the foregoing, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under this Limited Guaranty as of the earliest to occur of: (i) the Closing, (ii) the date Obligations equal to the Cap have been paid in full, (iii) the date that is three (3) months from the date of termination of the Merger Agreement under circumstances in which Parent would be obligated to pay the Parent Termination Fee pursuant to Section 9.4(c)(i) of the Merger Agreement if the Guaranteed Party has not commenced a Proceeding for payment of the Parent Termination Fee against Parent or the Guarantor under the Merger Agreement and this Limited Guaranty by such three-month anniversary (or if the Guaranteed Party has commenced a Proceeding under the Merger Agreement and this Limited Guaranty prior to such date, the relevant date shall be the date that such Proceeding is finally settled or otherwise resolved either in a final judicial determination or by agreement of the Guaranteed Party and the Guarantor (or its permitted assignee) and the Obligations finally determined or agreed to be owed by the Guarantor, if any and subject to the Cap, are satisfied in full), (iv) the date that is three (3) months from the date of termination of the Merger Agreement under circumstances in which Parent would be obligated to make payments with respect to any of the Obligations (other than one in which Parent would be obligated to pay the Parent Termination Fee pursuant to Section 9.4(c)(i) of the Merger Agreement) if the Guaranteed Party has not commenced a Proceeding for payment of such Obligations under the Merger Agreement and this Limited Guaranty by such three-month anniversary (or if the Guaranteed Party has commenced a Proceeding under the Merger Agreement and this Limited Guaranty prior to such date, the relevant date shall be the date that such Proceeding is finally settled or otherwise resolved either in a final judicial determination or by agreement of the Guaranteed Party and the Guarantor (or its permitted assignee) and the Obligations finally determined or agreed to be owed by the Guarantor, if any and subject to the Cap, are satisfied in full), and (v) the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would not be obligated to make payments with respect to any of the Obligations. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or their respective successors and assigns asserts in any Proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or that any other provisions of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part. To , or asserting any theory of liability or remedy against the maximum extent permitted Guarantor or any Non-Recourse Party with respect to the transactions contemplated by law, each Guarantor hereby waives the Merger Agreement other than any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that Retained Claim then (a) no such revocation the obligations of the Guarantor under this Limited Guaranty shall terminate ab initio and shall thereupon be effective until written notice thereof has been received by Beneficiariesnull and void, (b) no if the Guarantor has previously made any payments under this Limited Guaranty, it shall be entitled to recover such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuationpayments from the Guaranteed Party, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation neither the Guarantor nor any Non-Recourse Parties (as defined below) shall apply to have any Guarantied Obligations made or created after such date liability to the extent made Guaranteed Party or created pursuant any of its Affiliates with respect to a legally binding commitment of Beneficiaries in existence on the date of such revocationMerger Agreement, (d) no payment by any Guarantorthe Equity Commitment Letter, Borrower, or from any other sourcedocuments executed in connection with the Merger Agreement, prior to the date of such revocation, shall reduce transactions contemplated by the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Merger Agreement or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderunder this Limited Guaranty.

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

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

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

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

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

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

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

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

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

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingGuarantor hereby unconditionally guarantees and promises to pay on demand to Silicon, compromisingin lawful money of the United States, extendingall Indebtedness of Borrower now or hereafter owing to Silicon. As used herein, increasingthe term Indebtedness is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, modifyingduties, releasingobligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or renewing the Guarantied Obligationshereafter made, changing the interest rate, payment termsincurred, or created, 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 terms and conditions thereofproceeding, 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 Guarantied Obligations after prior Guarantied 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, each Guarantor hereby waives enforce any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding of the foregoing waiveragainst Borrower, each Guarantor, or any other person liable thereon (whether or not suit be brought) and any other 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 Silicon to Borrower in Silicon's sole discretion, but Guarantor acknowledges and agrees that (a) no acceptance by Silicon of this Guaranty shall not constitute a commitment of any kind by Silicon to extend such revocation credit or other financial accommodation to Borrower or to permit Borrower to incur Indebtedness to Silicon. All sums due under this Guaranty shall be effective bear interest from the date due until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply the date paid at the highest rate charged with respect to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderIndebtedness.

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

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

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

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing is an unconditional and continuing guaranty of payment and agreement to pay to the Guarantied Creditor the amount of any payment made by the 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 Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment 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, each Obligations need be given to the Guarantor. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations or the Norwest Debt; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations or created pursuant to a legally binding commitment of Beneficiaries 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 any Guarantor, Borrower, or from any other source, prior and all defenses of the Creditor pertaining to the date Obligations or of such revocationthe Guarantor with respect to the Norwest Debt. 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. Notwithstanding the terms of this Guaranty to the contrary, the Guarantor shall reduce not be liable under this Guaranty at any time when (A) either (I) a Creditor Default has occurred and is continuing or (II) the maximum obligation of such Guarantor hereunderNorwest 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 such a Creditor Default occurs and is continuing, the Guarantor subsequent to the date of such revocation shall first thereafter be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderliable under this Guaranty.

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

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

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

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising Guarantor hereby debtor in possession under successive transactions continuingthe federal Bankruptcy Code, compromisingunconditionally guarantees and promises to pay on and any trustee, extendingcustodian or receiver for Borrower or any demand to Coast, increasing, modifying, releasingat the address indicated above, or renewing at of its assets, should Borrower hereafter become the Guarantied Obligationssuch other address as Coast may direct, changing in lawful money subject of any bankruptcy or insolvency proceeding, of the interest rateUnited States, payment termsand to perform for the benefit of voluntary or involuntary; and all indebtedness, liabilities Coast, all Indebtedness of Borrower now or hereafter and obligations incurred by any such person shall be -owing to or held by Coast. As used herein, the term included in the Indebtedness guaranteed hereby. This "Indebtedness" is used in its most comprehensive sense Guaranty is given in consideration for credit and other terms and conditions thereofshall mean and include without limitation: (a) any financial accommodations which may, from time to time, and all debts, duties, obligations, liabilities, be given by Coast to Borrower in Coast's sole discretion, representations, warranties and guaranties of Borrower or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each but Guarantor acknowledges and agrees that acceptance any one or more of them, heretofore, now, or hereafter by Coast of this Guaranty shall not constitute a made, incurred, or created, whether directly to Coast or commitment of any kind by Coast to extend such credit or acquired by Coast by assignment or otherwise, or held by other financial accommodation to Borrower or to permit Coast on behalf of others, however arising, whether Borrower to incur Indebtedness to Coast. All sums due voluntary or involuntary, due or not due, absolute or under this Guaranty shall bear interest from the date due contingent, liquidated or unliquidated, certain or until the date paid at the highest rate charged with respect uncertain, determined or undetermined, monetary or to any of the Indebtedness. nonmonetary, written or oral, and whether Borrower may 2. Waivers. Guarantor hereby waives: be liable individually orjointly with others, and regardless (a) no such revocation shall presentment for payment, notice of dishonor, demand, of whether recovery thereon may be effective until written or hereafter become protest, and notice thereof has been received as to any instrument, and all barred by Beneficiariesany statute of limitations, discharged or other notices and demands to which Guarantor might be uncollectible in any bankruptcy, insolvency or other entitled, including without limitation notice of all of the proceeding, or otherwise unenforceable; and (b) no such revocation shall apply any and following: the acceptance hereof; the creation, existence, all amendments, modifications, renewals and extensions or acquisition of any Indebtedness; the amount of the of any or all of the foregoing, including without limitation Indebtedness from time to time outstanding; any Guarantied Obligations in existence on such date (including any subsequent continuationamendments, extensionmodifications, or renewal thereof, or change in the interest rate, payment terms, renewals and extensions foreclosure sale or other terms disposition of any property which which are evidenced by any NEW OR ADDITIONAL instrument, secures any or all of the Indebtedness or which secures the document or agreement; and conditions thereof), (c) no such revocation any and all attorneys' obligations of any other guarantor of any or all of the fees, court costs, and collection charges incurred in Indebtedness-, any adverse change in Borrower's financial endeavoring to collect or enforce any of the foregoing position; any other fact which might increase Guarantor's against Borrower, Guarantor, or any other person liable risk; any default, partial payment or non-payment of all or thereon (whether or not suit be brought) and any other any part of the Indebtedness; the occurrence of any other expenses of, for or incidental to collection thereof. As Event of Default (as hereinafter defined); any and all used herein, the term "Borrower" shall apply to include any Guarantied Obligations made or created after such date agreements and arrangements between Coast and successor to the extent made business and assets of Borrower, and Borrower and any changes, modifications, or created pursuant to extensions shall also include Borrower in its capacity as a legally binding commitment of Beneficiaries in existence on the date of such debtor or thereof, and any revocation, (d) no payment by modification or release of any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.COAST BUSINESS CREDIT Continuing Guaranty

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

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

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

Continuing Guaranty. This Guaranty includes Guarantied Each Borrower shall be liable for its Guaranteed Obligations, plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingmay be created and continued in any amount without affecting or impairing the liability of either Borrower therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by the Bank, or renewing any renewal or extension of any thereof need be given to either Borrower and none of the Guarantied Obligationsforegoing acts shall release either Borrower from liability hereunder. The agreement of each Borrower pursuant to the Credit Agreement with respect to its Guaranteed Obligations is an absolute, changing unconditional and continuing guaranty of payment of such Guaranteed Obligations and shall continue to be in force and be binding upon such Borrower until such Guaranteed Obligations are paid in full and the interest rateCredit Agreement is terminated, payment termsand the Bank may continue, at any time and without notice to either Borrower, to extend credit or other terms financial accommodations and conditions loan monies to or for the benefit of the other Borrower on the faith thereof. Each Borrower hereby waives, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To to the maximum fullest extent permitted by law, each 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 Indebtedness. If otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such a revocation is effective notwithstanding the foregoing waiver, each 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 Beneficiaries, (b) no the Bank's officer responsible for such matters. Any notice of termination or revocation described above shall apply to any Guarantied not affect such Borrower's guaranty of the Guaranteed Obligations in existence on such date relation to (including i) any subsequent continuation, extension, of the Guaranteed Obligations that arose prior to receipt thereof or renewal (ii) any of the Guaranteed Obligations created after receipt thereof, if such Guaranteed Obligations were incurred either through loans by the Bank or change 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 interest rateaggregate amount of the Commitment as of the time such notice of termination or revocation was received, payment termsand/or for the purpose of protecting any collateral, including, but not limited, to all protective advances, costs, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or incurred by the Bank in connection with the Guaranteed Obligations. If, in reliance on either Borrower's guaranty of its Guaranteed Obligations, the Bank makes loans or other terms and conditions thereof), (c) no such revocation shall apply advances to any Guarantied 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 Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, undersigned but prior to the date receipt by the Bank of such revocationsaid written notice as set forth above, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion rights of the Guarantied Obligations Bank shall be the same as to which the if such termination or revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall had not reduce the maximum obligations of such 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 Guarantied Obligations arising under successive transactions continuingis an absolute and unconditional Guaranty of payment. It is enforceable against the Guarantor, compromisingupon ten (10) days written notice of Tenant's default, extending, increasing, modifying, releasingwithout the necessity of legal suit or proceedings whatsoever on Landlord's part against the Tenant, or renewing acceptance of this Guaranty. Any other notice or demand to which the Guarantied ObligationsGuarantor might otherwise be entitled is hereby expressly waived. The Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of the Guarantor hereunder shall not be terminated, changing affected or impaired by reason of the interest rateassertion or the failure to assert by the Landlord against Tenant of any of Landlord's rights or remedies under the Lease. This Guaranty shall be a continuing Guaranty, payment termsand the liability of the Guarantor shall not be effected or impaired by reason of any assignment or extension of the Lease, or other by reason of any modification, waiver or change in any terms and conditions thereofof the Lease, or creating new by reason of any dealings between Landlord and Tenant, whether or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied not notice is given to the Guarantor. Any written notice or contact with Guarantor shall be addressed to: Advanta Corp. Attn: General Counsel Five Horsham Business Center 300 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, each Guarantor hereby waives any right to revoke Guarantor's obligations under this Guaranty as shall automatically terminate. DATED: March 12, 1996 GUARANTOR: ADVANTA CORP. /s/ John 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 Indebtedness. If such me to be the _________________ of Advanta Corp., a revocation is effective notwithstanding _______________, that executed the within and foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunderinstrument, and (e) any payment by Borrower or from any source other than such Guarantor subsequent acknowledged said instrument to be the date free and voluntary act and deed of such revocation shall first be applied to that portion of said corporation, for the Guarantied Obligations as to which the revocation is effective uses and which are not, therefore, guarantied hereunderpurposes therein mentioned, and on oath stated that he/she had the capacity and was duly authorized to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderexecute said instrument.

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

Continuing Guaranty. This Guaranty includes Guarantied OCI and OTI shall each be liable for its Guaranteed Obligations, plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasingmay be created and continued in any amount without affecting or impairing the liability of OCI or OTI therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by KTI, or renewing any renewal or extension of any thereof need be given to OCI or OTI and none of the Guarantied Obligationsforegoing acts shall release OCI or OTI from liability hereunder. The agreement of OCI or OTI pursuant to the Credit Agreement with respect to its Guaranteed Obligations is an absolute, changing unconditional and continuing guaranty of payment of such Guaranteed Obligations and shall continue to be in force and be binding upon OCI or OTI until such Guaranteed Obligations are paid in full and the interest rateCredit Agreement is terminated, payment termsand KTI may continue, at any time and without notice to such Borrower, to extend credit or other terms financial accommodations and conditions loan monies to or for the benefit of the other on the faith thereof. Each of OCI and OTI hereby waives, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To to the maximum fullest extent permitted by law, each 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 Indebtedness. If otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such a revocation is effective notwithstanding the foregoing waiver, each 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 Beneficiaries, (b) no KTI's officer responsible for such matters. Any notice of termination or revocation described above shall apply to any Guarantied not affect OCI's or OTI's guaranty of the Guaranteed Obligations in existence on such date relation to (including i) any subsequent continuation, extension, of the Guaranteed Obligations that arose prior to receipt thereof or renewal (ii) any of the Guaranteed Obligations created after receipt thereof, if such Guaranteed Obligations were incurred through loans by KTI , and/or for the purpose of protecting any collateral, including, but not limited, to all protective advances, costs, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or change incurred by KTI in connection with the interest rateGuaranteed Obligations. If, payment termsin reliance on either OCI or OTI's guaranty of its 11 Guaranteed Obligations, KTI makes loans or other terms and conditions thereof), (c) no such revocation shall apply advances to any Guarantied 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 Beneficiaries in existence on the date of such revocation, (d) no payment by any 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 revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower termination or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall had not reduce the maximum obligations of such Guarantor hereunderoccurred.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, shall be continuing and shall be binding upon Guarantor regardless of how long before or renewing after the Guarantied Obligations, changing the interest rate, payment terms, date hereof any Obligation was or 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 Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in parthowever, Guarantor may limit its obligations hereunder by delivery of written notice to such effect to Clearwire. To the maximum extent permitted by law, each Guarantor hereby waives any right Such notice will limit Guarantor's obligations hereunder to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no 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 Beneficiaries, Clearwire; (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuationextensions, extensionrenewals, or renewal thereof, or change in the interest rate, payment terms, or other terms modifications of such 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 Guarantied 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 Beneficiaries in existence on the date of such revocation, (d) no payment followed by any Guarantorother agreement of suretyship or guaranty by Guarantor or others, Borrowerall shall be deemed to be cumulative, or from and the obligations of Guarantor hereunder shall be in addition to those stated in any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower suretyship or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderguaranty agreement.

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuingis an absolute, compromisingunconditional, extending, increasing, modifying, releasing, or renewing complete and continuing guaranty of payment and performance of the Guarantied Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawobligations to which this Guaranty may apply, each or of any renewal or extension thereof need be given to Guarantor and none of the foregoing acts shall release Guarantor from liability hereunder. Guarantor hereby expressly waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Beneficiariesof dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guarantied Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment any and all defenses of Borrower pertaining to the Obligations except for the defense of discharge by payment. Guarantor shall not be exonerated with respect to its liabilities under this Guaranty by any Guarantoract or thing except irrevocable payment and performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the obligations constitute the direct and primary obligations of 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 from any other sourceassigns, prior and applied to the date Obligations is subsequently set aside, recovered, rescinded or required to be returned for any reason (including, without limitation, the bankruptcy or insolvency of Guarantor), the Obligations to which such revocationpayment was applied shall be deemed to have continued in existence, shall reduce the maximum obligation of notwithstanding such Guarantor hereunderapplication, and (e) any payment by Borrower or from any source other than the provisions of this Guaranty shall be enforceable as to such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied 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, guarantied hereunder, and rescinded or required to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunderbe returned for any reason.

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

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

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

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

Continuing Guaranty. This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment 3 terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by BeneficiariesGuarantied Party, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Beneficiaries Guarantied Party in existence on the date of such revocation, and (d) no payment by any Guarantor, Borrower, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower Debtor or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligations obligation of such Guarantor hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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