Common use of Guarantor’s Representations and Warranties Clause in Contracts

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor ------------------------------------------ represents and warrants to Lender the Agent and the Banks that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its board of directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized officer of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor further represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) Agent and the Banks that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a business purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date board of directors of the most recent financial statements provided Guarantor or its officers, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor warrant the continuance of this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Banks or the Agent may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, be benefitted by this Guaranty and the Banks or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender the Agent shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Banks or the Agent without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender WFBC that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) WFBC that the Guarantor has not a direct and will notsubstantial economic interest in the Customer and expects to derive substantial benefits therefrom and from any purchases of property, without the prior written consent of Lenderfinancial accommodations, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderdiscounts, and all such financial information which currently has beenother transactions and events resulting in the creation of the Indebtedness guarantied hereby, and all that this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future financial information which will be provided to Lender is and will be true and correct transactions, in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower the Customer. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, WFBC may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Lender WFBC shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by WFBC without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrowers and expects to derive substantial benefits therefrom and from any loans, without letter of credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 3, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower the Borrowers. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 3, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefitted by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transferliquidate, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information Information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.and

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Buyer that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at BorrowerSeller's request and not at the request of LenderBuyer; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of LenderBuyer, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fd) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender Buyer has made no representation to Guarantor as to the creditworthiness of BorrowerSeller; (e) upon Buyer's request, Guarantor will provide to Buyer financial and credit information in form acceptable to Buyer, and all such financial information provided to Buyer is true and correct in all material respects and fairly presents the financial condition of Guarantor as of the dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the date of the financial statements; and (jf) Guarantor has established adequate means of obtaining from Borrower Seller on a continuing basis information regarding BorrowerSeller's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Buyer shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Buyer in the course of its relationship with BorrowerSeller.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Buyer that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at BorrowerSeller's request and not at the request of LenderBuyer; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of LenderBuyer, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; , (fd) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender Buyer has made no representation to Guarantor as to the creditworthiness of BorrowerSeller; (e) upon Buyer's request, Guarantor will provide to Buyer financial and credit information in form acceptable to Buyer, and all such financial information provided to Buyer is true and correct in all material respects and fairly presents the financial condition of Guarantor as of the dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the date of the financial statements; and (jf) Guarantor has established adequate means of obtaining from Borrower Seller on a continuing basis information regarding BorrowerSeller's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's Guarantors risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Buyer shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Buyer in the course of its relationship with BorrowerSeller.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefitted by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, the effect of which, in each case, could reasonably be expected to be, have, or result in a material adverse effect on Guarantor’s business or financial condition; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, encumber (except for liens otherwise permitted or provided for under the Loan Agreement or the Security Agreement between Guarantor and Lender) or otherwise dispose of all or substantially all of Guarantor's assets, provided, however, that consent of Lender shall not be required if the proceeds from such sale, lease, assignment, transfer, or any interest thereindisposition are distributed to Borrower for purposes of reinvestment; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no material litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty which are not set forth in this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not materially conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s reasonable request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor condition, as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's Xxxxxxxx’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, the effect of which, in each case, could reasonably be expected to be, have, or result in a material adverse effect on Guarantor’s business or financial condition; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, encumber (except for liens otherwise permitted or provided for under the Loan Agreement or the Security Agreement between Guarantor and Lender) or otherwise dispose of all or substantially all of Guarantor's assets, provided, however, that consent of Lender shall not be required if the proceeds from such sale, lease, assignment, transfer, or any interest thereindisposition are distributed to Borrower for purposes of reinvestment; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no material litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.BN 19444101v4

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor Xxxxxxxxx further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with BorrowerXxxxxxxx.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; Lender (c) Guarantor has full power, power right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, regulation court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, Lender sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's Lenders request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, information Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the execution, delivery and performance by Guarantor of this Guaranty does not require the consent or approval of any other party or governmental authority which has not been obtained; (E) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eF) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fG) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gH) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hI) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iJ) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jK) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition; and (L) no statement of fact made by Guarantor in this Guaranty contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein not misleading. Guarantor intends that this Guaranty constitutes the legal, valid and binding obligations of Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in each Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of each Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by authorized officers on behalf of the Guarantor and constitutes its lawful, binding and legally enforceable obligation, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally and by general equitable principles (whether enforcement is executed sought by proceedings in equity or at Borrower's request law); and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fd) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; (e) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present presents the financial condition of Guarantor as of the dates the financial information is provided; (g) thereof, and no material adverse change has occurred in Guarantor's the financial condition of Guarantor since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrowerstatements; and (jf) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to the Lender Parties that (a) no representations or agreements Guarantor is an entity of any kind have been made the type described in the preamble to Guarantor which would limit or qualify this Guaranty, duly organized and existing in any way the terms of good standing and has full power and authority to make and deliver this Guaranty; (b) the execution, delivery and performance of this Guaranty is executed at Borrower's request by Guarantor have been duly authorized by all necessary action and does not at and will not violate the request of Lenderprovisions of, or constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty has been duly executed and delivered by the authorized officers of Guarantor has full powerand constitutes its lawful, right binding and authority to enter into this Guarantylegally enforceable obligation; and (d) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender Parties that Guarantor has not a direct and will notsubstantial economic interest in Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Obligations guarantied hereby, and all such financial information which currently has been, and all future financial information which will be provided to that this Guaranty is given for a corporate purpose. The Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which Parties may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender Parties shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender Parties without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise otherwise● dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, but not more often than quarterly (unless otherwise set forth in the Credit Agreement), Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened, other than any litigation, claim, investigation, administrative proceeding or similar action that could not reasonably be expected to result in a material adverse change to the Guarantor’s financial condition; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, sell lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in In any way the terms of ol this Guaranty; : (b) this Guaranty is executed at Borrower's request and not at the request of LenderLandsr; (c) Guarantor has full power, right and authority to enter into this Guaranty; , (d) the provisions of ol this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; : (e) Guarantor has not and will not, without the prior written consent of Lender, . sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or Or any interest therein; (f) upon Lender's requestrsquast, Guarantor will provide provido to Lender financial and credit information in form (orm acceptable to Lender, and all such financial information which currently has been, . and all future financial information Information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; : (g) no material adverse change has occurred in Guarantor's financial condition since the date data of the most recent financial statements provided to Lender and no event has occurred oceurrad which may materially matarially adversely affect Guarantor's financial condition; : (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against aBainst Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; : and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees agroes to keep adequately informed from such means of any facts, events, or circumstances circumstancos which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for informationInformation, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Lander in the course of ol its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor hereby acknowledges, understands, represents and warrants to Lender that unto Marketer as follows: (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bi) this Guaranty constitutes the legal, valid and binding obligation of Guarantor and is executed at Borrower's request fully enforceable against Guarantor in accordance with its conditions, provisions and not at the request of Lenderterms; (cii) Guarantor has full power, right is solvent and authority to enter into this Guaranty; (d) the provisions execution of this Guaranty do does not conflict with or result in a default under any agreement or other instrument binding upon render Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, insolvent. Any and all such financial information statements, balance sheets, net worth statements and other financial data which currently has been, have heretofore been furnished to Marketer with respect to Guarantor fairly and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly accurately present the financial condition of Guarantor as of the dates the financial information is provided; (g) date they were furnished to Marketer and, since that date, there has been no material adverse change has occurred in Guarantor's the financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hiii) there are no litigationlegal proceedings or material claims or demands pending against or, claimto the best of Guarantor’s knowledge threatened against, investigationGuarantor or any of its assets; (iv) the execution and delivery of this Guaranty and the assumption of liability hereunder have been in all respects authorized and approved by Guarantor; Guarantor has full authority and power to execute this Guaranty and to perform its obligations hereunder; and, administrative proceeding (v) that neither the execution nor the delivery of this Guaranty nor the fulfillment and compliance with the provisions hereof will conflict with, result in a breach of, constitute a default under or similar action (including those for unpaid taxes) against result in the creation of any lien, charge, or encumbrance upon any property or assets of Guarantor under any agreement or instrument to which Guarantor is pending now a party or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances by which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrowerit may be bound.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrowers and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a business purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower the Borrowers. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, Lender sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to the Lender Parties that (a) no representations or agreements Guarantor is an entity of any kind have been made the type described in the preamble to Guarantor which would limit or qualify this Guaranty, duly organized and existing in any way the terms of good standing and has full power and authority to make and deliver this Guaranty; (b) the execution, delivery and performance of this Guaranty is executed at Borrower's request by Guarantor have been duly authorized by all necessary action and does not at and will not violate the request of Lenderprovisions of, or constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty has been duly executed and delivered by the authorized officers of Guarantor has full powerand constitutes its lawful, right binding and authority to enter into this Guarantylegally enforceable obligation; and (d) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. Guarantor represents and warrants to the Lender Parties that Guarantor has a direct and substantial economic interest in Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the creation of the Obligations guarantied hereby, and that this Guaranty is given for a corporate purpose. The Lender Parties may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender Parties shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender Parties without regard to the receipt, nature or value of any such benefits. Guarantor represents and warrants to the Lender Parties that, from and after the date of this Guaranty, none of PAL, Aurora East, or Axxxxx Xxxx shall perform any of the following (and Guarantor hereby covenants and agrees that it shall not direct, authorize or otherwise permit PAL, Aurora East, or Axxxxx Xxxx to perform any of the following (whether in its capacity as a member of PAL or otherwise) and shall exercise all voting rights it may hold with respect to PAL, Aurora East, or result Axxxxx Xxxx in a default under any agreement manner that ensures that none of the following shall occur): (a) sell, assign, transfer or other instrument binding upon Guarantor and do not result in a violation otherwise alienate ownership of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, of the Aurora Assets without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transferthe Lender Parties, or otherwise dispose of all or substantially all of Guarantor's assets(b) incur, create, assume, or suffer to exist any interest therein; (f) upon Lender's requestlien, Guarantor will provide to Lender financial and credit information in form acceptable to Lendersecurity interest, and all such financial information which currently has beenpledge, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigationcharge, claimencumbrance, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor other limitation as to the creditworthiness Aurora Assets or the Sale Proceeds or incur any indebtedness (secured or unsecured, direct or contingent including guaranteeing any obligation) without the prior written consent of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial conditionthe Lender Parties. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this GuarantyThe Aurora Assets are now, and Guarantor further agrees thatwill at all times ensure that the Aurora Assets remain, absent a request free and clear of all liens and encumbrances except for information, any liens and encumbrances in favor of the Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with BorrowerParties.

Guarantor’s Representations and Warranties. Guarantor represents and ------------------------------------------- warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lenderrequest; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, lease assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest thereinin all or substantially all of Guarantor's assets; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct correct, in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatenedthreatened which would reasonably be expected to have a material adverse affect on Guarantor; (ih) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (ji) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Bank that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of LenderBank; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of LenderBank, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon LenderBank's request, Guarantor will provide to Lender Bank financial and credit information in form acceptable to LenderBank, and all such financial information which currently has been, and all future financial information which will be provided to Lender Bank is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender Bank and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender Bank has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Bank shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Bank in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents ------------------------------------------ and warrants to the Lender that (i) the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that (a) no representations or agreements the Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, discounts, purchases of any kind have been made to Guarantor which would limit or qualify property and other transactions and events resulting in any way the terms creation of this Guaranty; (b) the Indebtedness guarantied hereby, and that this Guaranty is executed given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with Paragraph 4, if at Borrower's request and any time, in the opinion of the directors or officers, the benefits then being received by the Guarantor in connection with this Guaranty are not at sufficient to warrant the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions continuance of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, . Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) Except for guarantees given to [. . .] on September 12, 2002, no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order other applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatenedthreatened except as written in the Company's financials; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Agent that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of LenderAgent; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of LenderAgent, sell, lease, assign, encumber, hypothecate, transfer, or otherwise otherwise· dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's Agent’s request, Guarantor will provide to Lender Agent financial and credit information in form acceptable to LenderAgent, and all such financial information which currently has been, and all future financial information which will be provided to Lender Agent is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and Agent, no event has occurred which may materially adversely affect Guarantor's ’s financial conditioncondition and entry into this guaranty and performance of the obligations hereunder would not render it insolvent.; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened, other than any litigation, claim, investigation, administrative proceeding or similar action that could not reasonably be expected to result in a material adverse change to the Guarantor’s financial condition; (iI) Lender Agent has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Agent shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Agent in the course of its relationship with Borrower; and (K) Guarantor is a subsidiary of Borrower and has determined that the execution of this Guaranty will be in its best interests, to its direct benefit, incidental to its powers, and in furtherance of its duly acknowledged purposes and objectives.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative Administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; : (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances circumstance which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, . Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Lander in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants WatTants to Lender Bank that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of LenderBank; (cC) Guarantor has full power, right 1ight and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of LenderBank, sell, lease, assign, encumber, hypothecate, transfer, or otherwise othe1wise dispose of all or substantially of all of Guarantor's Guarantor•s assets, or any interest therein, otherwise than in the ordinary course of business or on terms materially less favorable than would be obtained in an arms-length transaction; (fF) upon LenderBank's request, Guarantor will provide to Lender Bank financial and credit information in form fonn acceptable to LenderBank, and all such financial information infmmation which currently cmTently has been, and all future financial information which will be provided to Lender Bank is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender Bank and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or or, to Guarantor's knowledge, threatened; (iI) Lender Bank has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information infonnation regarding such Borrower's financial condition. Guarantor agrees to keep Borrower adequately informed from infonned of such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Bank shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Bank in the course of its relationship with Borrower. 8.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a trust, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its trust agreement or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request trustees of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a trust purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates trustees, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, the effect of which, in each case, could reasonably be expected to be, have, or result in a material adverse effect on Guarantor’s business or financial condition; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, encumber (except for liens otherwise permitted or provided for under the Loan Agreement or the Security Agreement between Guarantor and Lender) or otherwise dispose of all or substantially all of Guarantor's assets, provided, however, that consent of Lender shall not be required if the proceeds from such sale, lease, assignment, transfer, or any interest thereindisposition are distributed to Borrower for purposes of reinvestment; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no material litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding BorrowerBxxxxxxx's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest Interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes10-30-1996 COMMERCIAL GUARANTY PAGE 2 LOAN NO 605740 (CONTINUED) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.================================================================================

Guarantor’s Representations and Warranties. The Guarantor hereby acknowledges and agrees to be bound by the covenants applicable to the Guarantor as set forth in Sections 7 and 8 of the Credit Agreement. The Guarantor hereby further represents and warrants to Lender that that: (a) no representations neither the execution nor performance of this Guaranty will violate any indenture, agreement or agreements other instrument to which the Guarantor is a party, or by which the Guarantor is bound, or be in conflict with, result in a breach of or constitute with due notice or lapse of time or both a default under, or except as may be provided by this Guaranty, result in the creation or imposition of any kind have been made lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Guarantor pursuant to Guarantor which would limit any such indenture, agreement or qualify in any way the terms of this Guarantyinstrument; (b) this Guaranty there is executed no action suit or proceeding at Borrower's request and not at law or in equity or by or before any governmental instrumentality or other agency now pending or, to the request knowledge of Lenderthe Guarantor, threatened or affecting the Guarantor which, if adversely determined, would have a material adverse effect on the business, operations, properties, assets or condition, financial or otherwise, of the Guarantor; (c) the Guarantor has full poweris not party to any agreement or instrument or subject to any restriction adversely affecting the guarantor's business, right and authority to enter into this Guarantyproperties or assets, operations or conditions, financial or otherwise; (d) the provisions Guarantor is not in material default in the performance, observance or fulfillment of this Guaranty do not conflict with any of the obligations, covenants or result conditions contained in a default under any agreement or other instrument binding upon which the Guarantor and do not result in is a violation of any law, regulation, court decree or order applicable to Guarantorparty; (e) the Guarantor has not currently is, and will notbe after the transaction contemplated herein, without Solvent (as defined in the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest thereinCredit Agreement); and (f) upon Lender's requestif a corporate, Guarantor will provide partnership, limited liability company or trust Guarantor, it is duly organized, validly existing and in good standing under the laws of the state of its formation and in every other jurisdiction, except where the failure to Lender financial and credit information in form acceptable to Lenderso qualify would not have a material adverse effect on the Guarantor, and all such financial information which currently has beenits property, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the its financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrowerotherwise.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into Into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall Lexxxx xhall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Creditor that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of LenderDebtor’s request; (c) Guarantor has full power, right right, and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree decree, or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of LenderCreditor, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all a substantial part of Guarantor's ’s assets, or any interest thereinin them, except for adequate consideration; (f) upon Lender's Creditor’s request, Guarantor will provide to Lender Creditor financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor on the dates as of the dates which the financial information is provided; (g) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender Creditor and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender Creditor has made no representation to Guarantor as to the creditworthiness of BorrowerDebtor; and (j) Guarantor is an officer, director, and controlling shareholder or is a manager or member with management authority, and controlling member, or is a general or limited partner of Debtor and has established adequate means of obtaining from Borrower Debtor on a continuing basis information regarding Borrower's Debtor’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender that Creditor shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Creditor in the course of its relationship with BorrowerDebtor.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, the effect of which, in each case, could reasonably be expected to be, have, or result in a material adverse effect on Guarantor’s business or financial condition; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, encumber (except for liens otherwise permitted or provided for under the Loan Agreement or the Security Agreement between Guarantor and Lender) or otherwise dispose of all or substantially all of Guarantor's assets, provided, however, that consent of Lender shall not be required if the proceeds from such sale, lease, assignment, transfer, or any interest thereindisposition are distributed to Borrower for purposes of reinvestment; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no material BN 19444101v4 COMMERCIAL GUARANTY Loan No. 4061100374 (Continued) Page 2 litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Creditor that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at BorrowerDebtor's request and not at the request of Lenderrequest; (c) Guarantor has full power, right right, and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor Guarantor, and do not result in a violation of any law, regulation, court decree decree, or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of LenderCreditor, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all a substantial part of Guarantor's assets, or any interest thereinin them, except for adequate consideration; (f) upon LenderCreditor's request, Guarantor will provide to Lender Creditor financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor on the dates as of the dates which the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender Creditor and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender Creditor has made no representation to Guarantor as to the creditworthiness of BorrowerDebtor; and (j) Guarantor is an officer, director, and controlling shareholder of Debtor and has established adequate means of obtaining from Borrower Debtor on a continuing basis information regarding BorrowerDebtor's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender that Creditor shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Creditor in the course of its relationship with BorrowerDebtor.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; . (b) this Guaranty is executed at Borrower's request and not at the request of Lenderlender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of in this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in a form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly are likely present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in occurred, Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding prior pending or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; , (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from and such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request inquest for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of the Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall Lendxx xxxll have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial Financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, . Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, . Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (il) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. condition Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of LenderLenders; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecatehyphotecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrowers and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower the Borrowers. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Each Guarantor jointly and severally represents and warrants to Lender the Lenders that (a) no representations or agreements of any kind have been made to Guarantor the Guarantors which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at the Borrower's and each other Loan Party's request and not at the request of Lenderthe Lenders; (c) each Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon any Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to the Guarantor; (e) such Guarantor has not and will not, without the prior written consent of Lenderthe Lenders, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's its assets, or any interest therein, except as may be permitted by the Credit Agreement; (f) upon Lender's the Lenders' request, a Guarantor will provide to Lender the Lenders financial and credit information in form acceptable to Lenderthe Lenders, and all such financial information which currently has been, and all future financial information which will be provided to Lender the Lenders is and will be true and correct in all material respects and fairly present presents the financial condition of the Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in any Guarantor's financial condition since the date of the most recent financial statements provided to Lender the Lenders and no event has occurred which may materially adversely affect a Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against any Guarantor is pending or threatened; (i) Lender has the Lenders have made no representation to any Guarantor as to the creditworthiness of Borrowerthe Borrower or any other Loan Party; and (j) Guarantor has the Guarantors have established adequate means of obtaining from the Borrower or any other Loan Party on a continuing basis information regarding the Borrower's and each other Loan Party's financial condition. Guarantor agrees The Guarantors agree to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's the Guarantors' risks under this Guaranty, and Guarantor the Guarantors further agrees that, absent a request for information, Lender agree that the Lenders shall have no obligation to disclose to Guarantor the Guarantors any information or documents acquired by Lender the Lenders in the course of its their relationship with Borrowerthe Borrower or any other Loan Party.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements COMMERCIAL GUARANTY (Continued) Loan No: 100012004 Page 2 of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates dales the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender that (a) no representations the Guarantor is duly incorporated or agreements organized as applicable and existing in good standing under the laws of the jurisdiction of its incorporation or organization, the Guarantor is duly qualified and in good standing in all states where the nature and extent of the business transacted by Guarantor or the ownership of Guarantor’s assets make such qualification necessary or, if Guarantor is not so qualified, Guarantor may cure any kind have been made such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights, and the Guarantor has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (b) the execution, delivery and performance of this Guaranty is executed at Borrower's request by the Guarantor have been duly authorized and does not at and will not violate the request of Lenderprovisions of, or constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on it, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect; (c) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor has full powerand is the legal, right valid and authority binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms subject to enter into this Guarantylimitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the availability of equitable remedies; (d) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon Guarantor local regulatory body or administrative agency and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) neither the Guarantor nor any of its Subsidiaries is an “investment company”, as such term is defined in the Investment Company Act of 1940 (the “1940 Act”), nor is subject to any regulation under the 1940 Act. The Guarantor represents and warrants to Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Obligations guarantied hereby, and all such financial information which currently has been, and all future financial information which will be provided to that this Guaranty is given for a corporate purpose. Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Lender shall have no obligation duty to disclose to Guarantor inquire into or confirm the receipt of any information or documents acquired such benefits, and this Guaranty shall be effective and enforceable by Lender in without regard to the course receipt, nature or value of its relationship with Borrowerany such benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in quality In any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is is, provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatenedthreatened which may individually or in the aggregate, materially adversely affect Guarantor’s financial condition or properties; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding BorrowerXxxxxxxx's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. COMMERCIAL GUARANTY (Continued) GUARANTOR’S FINANCIAL STATEMENTS. Xxxxxxxxx agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than sixty (60) days after the end of each fiscal year, Guarantor’s balance sheet and income statement for the year ended, prepared by Guarantor.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of of, Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR’S FINANCIAL STATEMENTS. Gxxxxxxxx agrees to furnish Lender with the following: Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Guarantor’s Federal and other governmental tax returns, prepared by Guarantor. Additional Requirements. Annually, Guarantor to provide Personal Financial Statement to Lender as requested. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; : (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; , (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, . Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition; and (K) as of the date hereof, and after giving effect to this Guaranty, (1) Guarantor is and will be solvent, (2) the fair saleable value of Guarantor’s assets exceeds and will continue to exceed Guarantor’s liabilities (both fixed and contingent). (3) Guarantor is and will continue to be able to pay Guarantor’s debts as they mature, and (4) if Guarantor is not an individual, Guarantor has and will continue to have sufficient capital to carry on its business and all businesses in which it is about to engage. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (il) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. COMMERCIAL GUARANTY GUARANTOR’S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor waives all rights of Guarantor under Chapter 43 of the Texas Civil Practice and Remedies Code. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s Liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this the Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial Financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; : (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to lo Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to lo Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's guarantor’s assets, or any interest therein; (fF) upon Lender's Lenders request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and Lenderand no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements the Guarantor is a trust, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of any kind this Guaranty by the Guarantor have been made duly authorized by all necessary action of its trust and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its trust agreement or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the trustee(s) of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that the Guarantor which would limit or qualify has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any way loans, credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the terms creation of the Indebtedness guarantied hereby, and that this Guaranty is given for a proper trust purpose. The Guarantor agrees (i) that the Guarantor will indirectly benefit by and from the making of the loans by the Lender to the Borrower evidenced by the Notes; (ii) the Guarantor has received legal and adequate consideration for the execution of this Guaranty and has executed and delivered this Guaranty to the Lender in good faith in exchange for reasonably equivalent value (including, without limitation, receiving warrants issued by the Borrower in consideration and exchange for the execution of this Guaranty); (iii) the Guarantor is not presently insolvent and will not be rendered insolvent by virtue of the execution and delivery of this Guaranty; (biv) the Guarantor has not executed or delivered this Guaranty with actual intent to hinder, delay or defraud the Guarantor’s creditors; and (v) the Lender has agreed to make such loans in reliance upon this Guaranty. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with paragraph 4, if at any time, in the opinion of the trustee(s), the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is executed at Borrower's request and not at revoked prospectively in accordance with paragraph 4, the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, COMMERCIAL GUARANTY Loan No.: 2000207186 (Continued) Page 3 or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, sell lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; (g) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present presents the financial condition of Guarantor as of the dates the financial information is provided; (g) thereof, and no material adverse change has occurred in Guarantor's the financial condition of Guarantor since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrowerstatements; and (jh) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding BorrowerBxxxxxxx's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, events or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course Course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall Lexxxx xhall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. COMMERCIAL GUARANTY GUARANTOR’S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor waives all rights of Guarantor under Chapter 43 of the Texas Civil Practice and Remedies Code. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Lxxxxx shall have no obligation to disclose to COMMERCIAL GUARANTY Guarantor any information or documents acquired by Lender in the course of its relationship with BorrowerBxxxxxxx.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor Guarantor, and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assetsasset, or any interest therein; (fF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, been and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor's financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, facts events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request a for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, ‘Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do does not conflict with or result in a default under any agreement or other under instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements statement provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, which shall not be unreasonably withheld, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon LenderXxxxxx's request, Guarantor will provide to Lender financial and credit information in form reasonably acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and and, to the best of Guarantor's knowledge, no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or or, to the best of Guarantor's knowledge, threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes-taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been a made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) Guarantor has a financial interest in the Borrower and this Guaranty is executed at Borrower's request and not at the request of Lenderfor its benefit; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fd) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; (e) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present presents the financial condition of Guarantor as of the dates the financial information is provided; (g) thereof, and no material adverse change has occurred in Guarantor's the financial condition of Guarantor since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial conditionstatements; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jf) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition; (g) this Guaranty does not require or result in the creation or imposition of any sale, transfer, assignment, lien, encumbrance, pledge, hypothecation, granting of a security interest, or any other disposition ("Lien") on all or part of any of the Pledged Shares, except for the Liens in favor of Lender created by this Guaranty; (h) neither the execution of this Guaranty, the delivery of the Pledged Shares as security, nor the foreclosure of the Guarantor's interest in the Pledged Shares will result in violation of the Stock Transfer Restriction Agreement, dated as of ____________________________, by and among National Applied Science, Inc. and Guarantor; and (i) Guarantor will not enter into any agreement (whether with any other future shareholder or interest holder of Borrower or any other person) restricting or otherwise affecting Guarantors' right to vote, receive dividends with respect to, or transfer any of the Pledged Shares, or any of Lender's rights under this Guaranty. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness credit worthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, assets or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from From Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, events or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation representations to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender WFBCI that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action. of its directors as required by the by-laws of the Guarantor and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable wan-ants to Guarantor; (e) WFBCI that the Guarantor has not a direct and will notsubstantial economic interest in the Customer and expects to derive substantial benefits therefrom and from any purchases of property, without the prior written consent of Lenderfinancial accommodations, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderdiscounts, and all such financial information which currently has beenother transactions and events resulting in the creation of the Indebtedness guarantied hereby, and all that this Guaranty is given for a corporate purpose. ‘ne Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future financial information which will be provided to Lender is and will be true and correct transactions, in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower the Customer. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, WFBCI may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Lender WFBCI shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by WFBCI without regard to Guarantor the receipt, -nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates dales the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such much means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees parses that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information Information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (fE) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender the Bank that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Amended Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (dii) the provisions execution, delivery and performance of this Amended Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon by the Guarantor have been duly authorized by all necessary action required by the constituent documents of the Guarantor and do not result in and will not violate the provisions of, or constitute a violation default under, any presently applicable law or its articles of incorporation or bylaws or any law, regulation, court decree or order applicable to Guarantoragreement presently binding on it; (eiii) this Amended Guaranty has been duly executed and delivered by the authorized officers of the Guarantor has and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Amended Guaranty do not and will notrequire notification to, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transferregistration with, or otherwise dispose of all consent or substantially all of approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Bank that the Borrower is a limited liability company, fifty percent (50%) thereof being owned by the Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such the Guarantor expects to derive substantial benefits therefrom and from any loans, credit transactions, financial information which currently has beenaccommodations, discounts, purchases of property and other transactions and events resulting in the creation of the Obligations guarantied hereby, and all that this Amended Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Amended Guaranty prospectively as to future financial information which will be provided to Lender is and will be true and correct transactions, in all material respects and fairly present accordance with paragraph 5, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Amended Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Amended Guaranty as to the creditworthiness future Obligations of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Amended Guaranty is not revoked prospectively in accordance with paragraph 5, the Bank may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Amended Guaranty and Guarantor further agrees that, absent a request for information, Lender the Bank shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Amended Guaranty shall be effective and enforceable by the Bank without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify qualify, in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the Loan No: 98076 MORTGAGE (Continued) most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's ’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by an authorized Officer of the request of LenderGuarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of Lender; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's ’s assets, or any interest therein; (fF) upon Lender's ’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change COMMERCIAL GUARANTY has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (iI) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's Bxxxxxxx’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents represents, warrants and warrants to Lender that acknowledges that: (a) no representations or agreements of any kind have been made to Guarantor which Lenders would limit or qualify in any way not make the terms of Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty is executed at Borrower's request and not at the request of LenderGuaranty; (c) Guarantor is an Affiliate of Borrower that owns one hundred percent (100%) of the limited liability company interests in Borrower and has full powerreceived, right or will receive, direct or indirect benefit from the making of the Loan to Borrower and authority the making of this Guaranty; (d) Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be security for the payment of the Obligation provided, however, Guarantor is not relying on such financial condition or such Collateral as an inducement to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower sources other than Administrative Agent or Lenders, on a continuing basis basis, financial and other information regarding pertaining to Borrower's ’s financial condition. , the Collateral and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events, events or circumstances which might in any way affect Guarantor's ’s risks under hereunder; (f) Guarantor’s unrestricted and unencumbered Liquid Assets are not less than $10,000,000; (g) Guarantor’s Tangible Net Worth is not less than $100,000,000; (h) Guarantor’s Leverage Ratio does not exceed 2.25 to 1.0; (i) Guarantor’s Debt Service Coverage Ratio is not less than 2.0 to 1.0; (j) Guarantor has reviewed all of the terms and provisions of the Credit Agreement and the other Loan Documents; and (k) none of Administrative Agent, Lenders, or any other party has made any representation, warranty or statement to Guarantor on any matter in order to induce Guarantor to execute this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; ' (b) this Guaranty is executed at Borrower's request and not at all the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of to any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present presents the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks Guarantor`s risk under this GuarantyGuarantor, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of on any kind king have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or of substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of by any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation obligations to disclose to Guarantor guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this GuarantyGuarantor; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor Guaranty has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, investigation administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Bank that (aA) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (bB) this Guaranty is executed at Borrower's ’s request and not at the request of LenderBank; (cC) Guarantor has full power, right and authority to enter into this Guaranty; (dD) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (eE) Guarantor has not and will not, without the prior written consent of LenderBank, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially of all of Guarantor's ’s assets, or any interest therein, otherwise than in the ordinary course of business or on terms materially less favorable than would be obtained in an arms-length transaction; (fF) upon Lender's Bank’s request, but not more frequently than that required pursuant to the terms of the loan agreement between Bank and Borrower effective the same date as this Guaranty, Guarantor will provide to Lender Bank financial and credit information in form acceptable to LenderBank, and all such financial information which currently has been, and all future financial information which will be provided to Lender Bank is and will be true and correct in all material respects and fairly present the Guarantor’s financial condition of Guarantor as of the dates the financial information is provided; (gG) no material adverse change has occurred in Guarantor's ’s financial condition since the date of the most recent financial statements provided to Lender Bank and no event has occurred which may materially adversely affect Guarantor's ’s financial condition; (hH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or or, to Guarantor’s knowledge, threatened; (iI) Lender Bank has made no representation to Guarantor as to the creditworthiness of Borrower; and (jJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding such Borrower's ’s financial condition. Guarantor agrees to keep Borrower adequately informed from of such means of any facts, events, or circumstances which might in any way affect Guarantor's ’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender Bank shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Bank in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender the Fund that (ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower's request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (c) Guarantor has full power, right and authority to enter into this Guaranty; (div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (e) the Fund that the Guarantor has not a direct and will not, without substantial economic interest in the prior written consent Maker and expects to derive substantial benefits therefrom and from the settlement of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose the Litigation against Maker pursuant to the terms of all or substantially all the Stipulation which settlement resulted in the creation of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present accordance with paragraph 4, if at any time, in the financial condition of Guarantor as opinion of the dates directors or officers, the financial information is provided; (g) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor's financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower the Maker. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Fund may rely conclusively on a continuing basis information regarding Borrower's financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Lender the Fund shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Fund without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.