Common use of Guaranty of Obligations Clause in Contracts

Guaranty of Obligations. Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt, full, faithful and complete performance and observance of the following obligations of Seller (the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance of the Guaranteed Obligations, or any of them.

Guaranty of Obligations. The Guarantor hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees to Buyer promptAdministrative Agent, full, faithful and complete performance and observance for the benefit of the following obligations Lenders, jointly and severally with all existing and future guarantors of Seller the Obligations, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Guaranteed ObligationsLiabilities”); a. Seller’s obligation ) shall be limited to provide bank statements the maximum amount that will, after giving effect to such maximum amount and all other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change contingent and fixed liabilities of the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses Guarantor that are relevant under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyersuch laws, and (ii) the written agreement after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement person with respect to the non-performance Liabilities, result in the Liabilities of the Guaranteed ObligationsGuarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of themdebtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. Guarantor hereby irrevocablyThe Guarantors hereby, absolutely jointly and severally, unconditionally guarantees to Buyer promptguarantee, fulland become surety for, faithful the prompt payment and complete performance and observance of all of the following obligations Obligations. This is a guaranty of Seller (the “Guaranteed Obligations”); a. Sellerpayment and not of collection and no Secured Party shall be required or obligated, as a condition of any Guarantor’s obligation liability, to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation make any demand upon or to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change pursue any of its places rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sellthe Obligations. This is an absolute, disposeunconditional, transfer or otherwise convey its business or substantially all business assets without (i) irrevocable and continuing guaranty and will remain in full force and effect until the express prior written consent occurrence of Buyer, the Termination Date. This guaranty will remain in full force and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations effect even if there is no principal balance outstanding under this Agreement pursuant at a particular time or from time to documentation satisfactory to Buyer; f. Seller’s obligation to time. This guaranty will not enter into be affected by any merchant cash advance surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any loan agreement that relates other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or encumbers maintain its Future Receipts Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any party Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information Unasserted Contingent Obligations) as required by under this Agreement. FurthermoreUpon the occurrence and during the continuance of any Event of Default, Guarantor unconditionally covenants the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Buyer that if default or breach shall at any time be made by Seller in Agent, for the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance benefit of the Guaranteed Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of thema secured party under the Uniform Commercial Code.

Guaranty of Obligations. Guarantor hereby irrevocablyThe Obligations shall be jointly and severally guaranteed by the Guarantors pursuant to one or more Guaranties, absolutely the obligations under which shall be secured pursuant to the terms and unconditionally guarantees to Buyer prompt, full, faithful and complete performance and observance conditions of the Security Agreement (to which such Guarantor shall become a party). Promptly after the date on which any Person becomes a Material Domestic Subsidiary of the Borrower, and, in any event, within ten (10) Business Days following obligations receipt by the Borrower from the Administrative Agent of Seller a request therefor, the Borrower will cause such Person to execute and deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty and an addendum by which such Person becomes a party to the Security Agreement. In addition, promptly after any date that the total revenues or total assets of all Subsidiaries organized under the laws of the United States or any state or territory thereof that are at such time not Guarantors (each, a “Non-Guarantor Subsidiary”) together exceed ten percent (10.0%) of the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements total revenues or total assets, as the case may be, of the Borrower and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processorSubsidiaries, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyerdetermined on a consolidated basis, and in any event, within ten (ii10) Business Days following receipt by the written agreement Borrower from the Administrative Agent of any purchaser a request therefor, the Borrower will cause one or transferee assuming more Non-Guarantor Subsidiaries to execute and deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty (and an addendum by which such Person becomes a party to the Security Agreement), so that, after delivery of such guaranty or guarantees, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries together are less than ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis. In all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw foregoing instances, the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach Borrower shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (deliver or cause to be performed) the Guaranteed Obligations and pay all damages delivered such other agreements, documents, instruments and other amounts stipulated information and items as are reasonably requested by the Administrative Agent, at the request of any Lender, in connection with the Agreement with respect to the non-performance foregoing, including resolutions, incumbency and officers’ certificates and opinions of the Guaranteed Obligations, or any of themcounsel.

Guaranty of Obligations. Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt, full, faithful and complete performance and observance of the following The Guarantor’s guaranteed obligations of Seller (the “Guaranteed Obligations”) are as follows: (i) Guarantor hereby irrevocably and unconditionally guarantees and promises to Buyer and its successors and assigns, the prompt and complete payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following: (a) subject to clause (iii) below, all payment obligations owing by Seller to Buyer under or in connection with the Repurchase Agreement and any other Transaction Documents (the “Limited Recourse Obligations”); (b) all reasonable and documented out- of-pocket costs and expenses (including, without limitation, reasonable and documented fees and expenses of outside counsel) (collectively, “Costs”) that are incurred by Buyer in the enforcement of any obligation of Guarantor under this Guaranty; and (c) all actual losses, damages and Costs that are incurred by Buyer in connection with any of the following events: (1) any fraud, intentional material misrepresentation, gross negligence, illegal acts or willful misconduct by Seller or Guarantor (collectively, “Obligor(s)”) or any of their respective Affiliates, in connection with the Repurchase Agreement, the Transaction Documents, any Purchased Asset or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (2) any Obligor’s or any of its Affiliates’ misapplication or misappropriation of any Income or other amounts received from any Purchased Asset that are required to be deposited in the Collection Account pursuant to Article 5 of the Repurchase Agreement; (3) either Obligor or any of its Affiliates seeks judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding against Buyer, a defense against the existence of any Event of Default or any remedies pursued by Buyer due to such Event of Default which is frivolous, brought in bad faith, without merit (in the case of a defense) or unwarranted (in the case of a request for judicial intervention or injunctive or other equitable relief); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, (4) either Obligor or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation Affiliates voluntarily grants, creates, or consents in writing to not voluntarily sellthe grant or creation of, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into Lien on any merchant cash advance Purchased Asset or any loan agreement Collateral, other than, in each case, Liens that relates to or encumbers its Future Receipts with any party other than Buyer for are permitted by the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by BuyerTransaction Documents; and i. (5) any material breach of any representations and warranties relating to (A) environmental laws, (B) any indemnity for costs incurred in connection with the violation of any environmental law, (C) the correction of any environmental condition, or (D) the removal of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any environmental law, in each case to the extent affecting Seller’s obligation to provide truthfulor any of its Affiliates’ properties or any of the Purchased Assets; provided, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform have no liability under clause (or cause 5) with respect to be performed) conditions on any Mortgaged Property first arising after the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement date upon which Buyer enforces its remedies with respect to the non-performance related Purchased Asset pursuant to the Repurchase Agreement following an Event of Default. (ii) Notwithstanding anything to the contrary herein, the limitation on recourse liability as set forth under Article II(a)(iii) hereof with respect to the Limited Recourse Obligations shall be of no further force and effect and Guarantor irrevocably and unconditionally guarantees and promises to pay to Buyer and its successors and assigns, in lawful money of the Guaranteed ObligationsUnited States, in immediately available funds, the entire Repurchase Price immediately (and such entire Repurchase Price shall be accelerated) upon the occurrence of: (1) with respect to any Obligor: (A) the commencement by such Person as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution or similar law, or such Person seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such Person or all or substantially all of the property of and assets of such Person (unless consented to by Buyer); (B) the commencement of any such case or proceeding against such Person, seeking such an appointment or election, that arose from any collusive action or assistance of any such Person or its Affiliates or their agents (or, as to which, any such Person files a petition seeking to join as a party); or (C) the making by such Person of a general assignment for the benefit of creditors; (2) any Obligor, or any Affiliate thereof attempts at any time, in any court proceeding or otherwise, to (A) recharacterize any of themthe Transactions or any of the Transaction Documents as a loan, as a debt or any financing arrangement between or among any Obligor and Buyer, rather than a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, or (B) assert in writing or in a court proceeding that any of the Transactions is not a “master netting agreement” as such term is defined in Section 101 of Title 11 of the United States Code, as amended, or a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended; or (3) any material breach of the separateness covenants contained in Article 12 of the Repurchase Agreement, which failure results in a substantive consolidation of Seller with any other entity. (iii) Notwithstanding anything herein to the contrary, solely with respect to the Guaranteed Obligations set forth in clause (i)(a) of this Article II(a), the maximum aggregate liability of the Guarantor hereunder and under the Transaction Documents shall in no event exceed an amount equal to twenty-five percent (25%) of the then aggregate Repurchase Price of all Purchased Assets.

Guaranty of Obligations. Guarantor hereby irrevocably, absolutely and Debtor unconditionally guarantees to Buyer promptSecured Party (a) the Obligations; and (b) payment in full of any and all reasonable expenses that may be paid or incurred by Secured Party in the collection of all or any portion of Debtor’s obligations hereunder or the exercise or enforcement of any one or more of the other rights, fullpowers, faithful privileges, remedies and complete interests of Secured Party under the Loan Documents or hereunder, irrespective of the manner or success of any such collection, exercise or enforcement, and whether or not such reasonable expenses constitute part of Borrower’s obligations. To further assure the foregoing guaranty, Debtor warrants and agrees that: A. Debtor’s guaranty contained in this Agreement is an absolute, unconditional, present and continuing guaranty of payment and performance and not of collection and is in no way conditioned or contingent upon any attempt to enforce Secured Party’s rights against Borrower or to collect from Borrower or upon any other condition or contingency; accordingly, Secured Party shall have the right to proceed against Debtor immediately upon any Event of Default without taking any prior action or proceeding to enforce the Loan Documents or any one of them or for the liquidation or foreclosure of any security Secured Party may at any time hold pursuant thereto. Debtor hereby waives and releases any claim (within the meaning of 11 U.S.C. § 101) which Debtor may have against Borrower arising from a payment made by Debtor under this Guaranty and agrees not to assert or take advantage of any subrogation rights of Debtor or any right of Debtor to proceed against Borrower for reimbursement. It is expressly understood that the waivers and agreements of Debtor constitute additional and cumulative benefits given to Secured Party for its security and as an inducement for its extension of credit to Borrower. B. Debtor’s liability hereunder shall in no way be limited or impaired by, and Debtor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents or any other instrument made to or with Secured Party by Borrower or Debtor, or any person who succeeds Borrower as owner of all or part of the Collateral (as defined in the Credit Agreement) prior to enforcement of any of Secured Party’s rights and remedies with respect to the Collateral or exercise of any power of sale contained therein. In addition, Debtor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents; (ii) any sale, assignment or secured party sale or foreclosure of the Note or Security Agreement or any sale or transfer of all or part of the Collateral; (iii) any exculpatory provision in any of said instruments limiting Secured Party’s recourse to the Collateral or to any other security, or limiting Secured Party’s rights to a deficiency judgment against Borrower; (iv) the release of Borrower or any other person from performance or observance of any of the following agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise; (v) the release or substitution in whole or in part of any security for the Loan; (vi) Secured Party’s failure to file any UCC financing statements (or Secured Party’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan; (vii) the invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents (including this Guaranty) or any other instrument or agreement executed or delivered to Secured Party in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of Seller the debt thereunder; (viii) any amendment of any Loan Document; (ix) the inaccuracy of any of the representations and warranties made by Borrower in any of the Loan Documents or any disbursement certificates or requests for disbursements made under the Credit Agreement; or (x) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of Borrower for its obligations under any of the Loan Documents or of Debtor under this Guaranty; and, in any such case, whether with or without notice to Debtor and with or without consideration. C. Debtor will cause Borrower to maintain and preserve the enforceability of the Loan Documents as the same may be modified and will not suffer Borrower to take or to fail to take actions of any kind, the taking of which or the failure to take which might be the basis for a claim that Debtor has a defense to Debtor’s obligations hereunder. D. Debtor (i) waives any right or claim of right to cause a marshalling of Borrower’s or Debtor’s assets or to cause Secured Party to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against Debtor; (ii) agrees that any payments required to be made by Debtor hereunder shall become due on demand in accordance with the terms of this section and without presentment to Borrower, demand for payment or protest, or notice of non-payment or protest; and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable law to debtors. Without limiting the generality of the foregoing, Debtor hereby waives all rights (x) to participate in any claim or remedy Secured Party may now or hereafter have against Borrower or in any Collateral that Secured Party has or hereafter may acquire for the obligations guaranteed hereby; and (y) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrower, any Debtor, or any other person now or hereafter primarily or secondarily liable for any of Borrower’s obligations to Secured Party, and whether arising by contract or operation of law or otherwise by reason of Debtor’s execution, delivery or performance of this Guaranty. Debtor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other Debtor that Debtor may have (the “Guaranteed ObligationsUndersigned’s Rights”); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor; provided, change the Approved Bank Accounthowever, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without that (i) this Guaranty shall neither be contingent upon the express prior written consent existence of Buyerthe Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Secured Party’ acts; and (ii) until the written agreement Loan shall have been paid in full, Debtor hereby postpones and subordinates (A) the exercise of any purchaser or transferee assuming and all of Sellerthe Undersigned’s Rights to Secured Party’s rights against Debtor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any Collateral securing the Loan. E. This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by Secured Party (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, Debtor or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower, Debtor or any other person or for a substantial part of Borrower’s, Debtor’s or any of such other person’s property, as the case may be, or otherwise, all as though such payment had not been made. Debtor further agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of Secured Party in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is guaranteed by Debtor pursuant to this Guaranty. F. Debtor acknowledges and agrees that Secured Party’s rights (and Debtor’s obligations) under this Guaranty shall be in addition to all of Secured Party’s rights (and all of Debtor’s obligations) under any indemnity agreement executed and delivered to Secured Party by Borrower or Debtor in connection with the Loan, and payments by Debtor under this Guaranty shall not reduce any of Debtor’s obligations and liabilities under any such indemnity agreement. G. Any other person liable upon or in respect of any obligation hereby guaranteed may be released without affecting the liability of Debtor hereunder. Any release of any Obligation for which the Debtor is liable under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for requires a written instrument bearing the duration signature of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, both Secured Party and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance of the Guaranteed Obligations, or any of themDebtor.

Guaranty of Obligations. Guarantor Each of the Guarantors hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally unconditionally, and jointly and severally, guarantees to Buyer promptAdministrative Agent, full, faithful and complete performance and observance for the benefit of the following obligations Lenders, the payment and performance of Seller the Obligations (the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements ) as and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processorwhen the same shall be due and payable, change the Approved Bank Accountwhether by lapse of time, by acceleration of maturity or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank otherwise. Each of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthfulGuarantors hereby absolutely, accurate, irrevocably and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer and agrees that if default or breach shall at any time be made by Seller in the Guaranteed Obligationsit is liable, Guarantor shall well jointly and truly perform (or cause to be performed) severally, for the Guaranteed Obligations as a primary obligor, and pay all damages that each Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Neither Administrative Agent nor any Lender shall be required to exhaust any right or remedy or 310606451v.1 take any action against Borrower or any other amounts stipulated person or entity. Each Guarantor agrees that, as between such Guarantor and Administrative Agent and the Lenders, the Guaranteed Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Xxxxxxxx and that in the Agreement event of a declaration or attempted declaration, the Guaranteed Obligations shall immediately become due and payable by each of the Guarantors for the purposes of this Guaranty. Without limiting the generality of the foregoing, each Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the non-performance Liabilities, result in the Liabilities of the Guaranteed Obligationssuch Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of themdebtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase such Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. (a) Guarantor hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees to Buyer prompt, full, faithful Lender the full and complete timely payment and performance and observance of all of the following obligations Guaranteed Obligations as and when the same shall be due and payable under the Loan Documents, whether by lapse of Seller time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as primary obligor. (b) Notwithstanding anything herein or in the “Loan Documents to the contrary, Guarantor shall have no liability for Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and Obligations or other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without matters hereunder for (i) any action taken by any Person (other than Borrower, Property Owner, Guarantor, or any other Person that, directly or indirectly, Controls, is Controlled by or is under Common Control with Guarantor) from and after a Transfer approved by Lender in accordance with the express prior written consent terms of Buyerthe Loan Documents of the entire Property or all of the direct and indirect interests of Borrower in Mortgage Borrower to a Person that is not an Affiliate of Guarantor, and (ii) any action taken by any Person (other than Borrower, Property Owner, Guarantor, or any other Person that, directly or indirectly, Controls, is Controlled by or is under Common Control with Guarantor) from and after Mortgage Lender obtains title to the written agreement Property or Lender obtains title to the Collateral, whether by foreclosure, deed-in-lieu of foreclosure or otherwise in connection with any purchaser or transferee assuming all exercise of SellerMortgage Lender’s obligations under this Agreement remedies pursuant to documentation satisfactory the Mortgage Loan Documents or Lender’s remedies pursuant to Buyer; f. Seller’s obligation to not enter into any merchant cash advance the Loan Documents, or any loan agreement that relates to or encumbers its Future Receipts with actions taken by any party Person (other than Buyer for Borrower, Property Owner, Guarantor or any other Person that, directly or indirectly, Controls, is Controlled by or is under Common Control with Guarantor, except if such action of Borrower, Property Owner, Guarantor or any other such Person is caused or required by a receiver, trustee, liquidator, conservator, Lender or applicable law) on or after the duration of this Agreement without Buyerdate on which a receiver, trustee, liquidator, or conservator is appointed, at Mortgage Lender’s prior written consent; g. Selleror Lender’s obligation not request, to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank take Control of the ACH transactions attempted Property or the Collateral, or (iii) any action taken (a) by Buyer; and i. Seller’s obligation Lender or, to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at the extent there is any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform other mezzanine lender (or cause to be performed“Additional Mezzanine Lender”) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance any additional mezzanine loan (“Additional Mezzanine Loan”) under Section 9.24(b) of the Guaranteed ObligationsLoan Agreement, any Additional Mezzanine Lender, during any period in which either Lender or Additional Mezzanine Lender exercises Control of any Required SPE, Borrower, Property Owner and/or the Property or the Collateral under the loan documents or the documents evidencing the Additional Mezzanine Loan, as applicable, or (b) from and after a mezzanine foreclosure or assignment-in-lieu thereof with respect to any of themAdditional Mezzanine Loan.

Guaranty of Obligations. (a) Guarantor hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees to Buyer prompt, full, faithful Lender and complete Agent and their successors and assigns the payment and performance and observance of the following Guaranteed Obligations (as defined below) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. (b) As used herein, the term “Guaranteed Obligations” means: (i) all present and future Indebtedness of Borrower under the Loan and the due and prompt performance of all Obligations under the Loan Documents (the “Limited Payment Guaranty Obligations”); provided, however, that Guarantor’s obligations with respect to the Limited Payment Guaranty Obligations shall not exceed, Thirty Three and One Third Percent (33.33%) of Seller the total principal amount advanced by Lender under the Loan (the “Limited Payment Guaranty Recovery Cap”) and the Limited Payment Guaranty Recovery Cap shall be reduced on a dollar-for-dollar basis for each dollar paid by Guarantor pursuant to the provisions of this clause (b)(i) (i.e., payments made by Guarantor in respect of the Limited Payment Guaranty Obligations only and not in respect of the Minimum Yield Fee Obligation or the Mandatory Prepayment Guaranty Obligations) (“Guarantor Payments”); provided, further, that the Limited Payment Guaranty Recovery Cap shall not be applicable with respect to, and Lender shall be entitled to recover from Guarantor, any and all Enforcement Costs (as hereinafter defined); (ii) the due and prompt payment of Thirty Three and One Third Percent (33.33%) of the Minimum Yield Fee, calculated assuming the Maximum Loan Amount (the “Minimum Yield Fee Obligation”); and (iii) the due and prompt payment of the Mandatory NOI Failure Prepayment and the Mandatory Passenger Volume Prepayment (collectively, the “Mandatory Prepayment Guaranty Obligations”, and together with the Limited Payment Guaranty Obligations and the Minimum Yield Fee Obligation, collectively, the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance of the Guaranteed Obligations, or any of them.

Guaranty of Obligations. Guarantor W&T acknowledges that Seller, strictly as an accommodation to W&T, has agreed to assign the Oil & Gas Interests to WTE, and it is the Parties’ intention that, at its option, Seller may fully consider and treat W&T as the assignee for all purposes of all of the Oil & Gas Interests assigned to WTE, and that Seller suffer no prejudice or loss whatsoever as a result of this accommodation. Accordingly, W&T hereby irrevocablyunconditionally, absolutely absolutely, continuingly and unconditionally irrevocably guarantees and agrees to Buyer promptbe bound jointly and severally and in solido with WTE, fullas primary obligor and not merely as a surety, to Seller for the timely, punctual, true and faithful and complete performance and observance by WTE of the following all of its obligations of Seller and liabilities under this Agreement, and any documents executed in connection with this Agreement, including but not limited to those obligations and liabilities described in Sections 7.1 through 7.3 and Section 9 (collectively, the “Guaranteed Obligations”); a. Seller. Seller shall not be required to prosecute collection or seek to enforce or resort to any remedies against WTE or any other person liable to Seller on account of the Guaranteed Obligations or any guaranty thereof. W&T’s obligation liabilities to provide bank statements and other financial information within five Workdays after request from Buyer; b. SellerSeller hereunder (collectively, “W&T’s obligation to not change its payment card processorLiabilities”) shall in no way be impaired, change the Approved Bank Accountaffected, reduced or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any released by reason of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) any act or omission whatsoever by Seller, or the express prior written consent failure or delay by Seller to do or take any of Buyerthe actions or things described herein, and or (ii) the written agreement voluntary or involuntary liquidation, dissolution, sale or other disposition of all or a part of the Oil & Gas Interests by WTE, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any purchaser other inability to pay or transferee assuming all perform affecting WTE or any of Seller’s its assets, or any allegation concerning, or contest of the legality or validity of, the indemnification obligations under this Agreement pursuant Guaranty. W&T covenants that if it dissolves or otherwise disposes of all or substantially all its assets or consolidates with or merges into another corporation or entity or permits one or more other corporations or entities to documentation satisfactory consolidate with or merge into W&T, then it will cause the surviving or successor corporation or entity to Buyer; f. Seller’s obligation to not enter into any merchant cash advance assume in writing the obligations of W&T herein. If a consolidation, merger or any loan agreement that relates to sale or encumbers its Future Receipts with any party other than Buyer for transfer is made as permitted by this Section 10.17, the duration provisions of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthfulSection 10.17 shall continue in full force and effect and no further consolidation, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default merger or breach sale or other transfer shall at any time be made by Seller except in compliance with the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance provisions of the Guaranteed Obligations, or any of themthis Section.

Guaranty of Obligations. (a) Each Guarantor hereby irrevocablyagrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to Buyer promptthe Lenders, fullthe Administrative Agent and the Issuing Bank the prompt payment when due, faithful whether at stated maturity, upon acceleration or otherwise, and complete performance and observance at all times thereafter, of the following obligations Obligations and all costs and expenses including, without limitation, all court costs and legal attorneys’ and paralegals’ fees and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of Seller the Obligations from, or in prosecuting any action against, either Borrower, any Guarantor or any other guarantor of all or any part of the Obligations (such costs and expenses, together with the Obligations, collectively the “Guaranteed Obligations”);. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. a. Seller’s obligation (b) Notwithstanding any provision to provide bank statements and the contrary in this Facilities Guaranty or in any other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processorLoan Document, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) no Guarantor that is a Foreign Subsidiary guarantees, either directly or indirectly, or shall have any obligation to indemnify any person in respect of, any Obligations, including Guaranteed Obligations, owed by the express prior written consent of BuyerRevolving Borrower or any U.S. Party, provided that, for clarification, each such Guarantor that is a Foreign Subsidiary shall be liable for the Guaranteed Obligations with respect to the Obligations owed by the Term Borrower in its capacity as a Borrower and (ii) the written agreement Revolving Borrower shall have no right of contribution or indemnity from any Foreign Subsidiary in respect of the Revolving Borrower’s Obligations; the term “Guaranteed Obligations” shall be construed accordingly. (c) All terms of this Facilities Guaranty apply to and may be enforced by or on behalf of any purchaser domestic or transferee assuming all foreign branch or Affiliate of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or Lender that extended any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank portion of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance of the Guaranteed Obligations, or any of them.

Guaranty of Obligations. (a) Each Guarantor hereby irrevocablyhereby, absolutely jointly and severally, absolutely, unconditionally and irrevocably guarantees to Buyer promptthe Guaranteed Party the prompt payment when due, fullwhether at stated maturity, faithful and complete performance and observance by acceleration or otherwise, of all of the following obligations Obligations, including, without limitation, all Loans and other indebtedness, obligations, and liabilities of Seller the Credit Parties arising under the Loan Agreement and the other Loan Documents, including all renewals, extensions, modifications, and refinancings thereof, now existing or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and all expenses (including without limitation reasonable attorney’s fees and expenses actually incurred by any Guaranteed Party in enforcing any of its rights under the Loan Agreement and the other Loan Documents) (all the foregoing, collectively, the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements . Any and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processorall payments made by the Guarantors hereunder shall be made free and clear of and without deduction for any set-off, change the Approved Bank Accountcounterclaim, or add bank accounts;withholdings so that, in each case, the Guaranteed Party shall receive the full amount that they would otherwise be entitled to receive with respect to the Guaranteed Obligations. c. Seller’s obligation to (b) Each Guarantor acknowledges and agrees that this Guaranty is a guaranty of payment and not conduct Seller’s businesses of collection and that the liability of any Guarantor under this Guaranty shall be immediate and primary and shall not be contingent upon the exercise or enforcement by Guaranteed Party of any name remedies such Person may have against any Credit Party or other than as disclosed to Buyer; d. Seller’s obligation to not change Person or the enforcement of any lien or realization upon any collateral the Guaranteed Party may at any time possess for any of its places of business without prior written consent by Buyer;the Guaranteed Obligations. e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (c) Each Guarantor (i) hereby agrees to be bound by each covenant and agreement applicable to it under the express prior written consent of Buyer, Loan Agreement and the other Loan Documents as if it were a party thereto and (ii) hereby repeats each representation and warranty applicable to it under the written agreement of any purchaser or transferee assuming Loan Agreement and the other Loan Documents as if it were a party thereto, all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection which are incorporated herein by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance of the Guaranteed Obligations, or any of themreference.

Guaranty of Obligations. Subject to the terms hereof, Guarantor hereby irrevocably, absolutely irrevocably and unconditionally guarantees and promises to Buyer promptPurchaser and its successors, fullendorsees, faithful transferees and assigns as a primary obligor the prompt and complete payment and performance and observance by each Seller of the following obligations of Seller Guaranteed Obligations as and when the same shall be due and payable (whether at the “Guaranteed Obligations”stated maturity, by acceleration or otherwise); a. Seller; provided however that Guarantor’s obligation total aggregate liability under this Article II(a) shall not exceed an amount equal to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, Facility Recourse Amount on any day that any amounts under this Guaranty are due and payable plus (ii) to the written agreement extent that the purchaser under the Parallel Agreement has exercised remedies thereunder after the occurrence of an “Event of Default” under and as defined in the Parallel Agreement, the aggregate amount of proceeds remitted by or on behalf such purchaser to or for the account of seller under the Parallel Agreement after the satisfaction in full of the “Repurchase Obligations” under and as defined in the Parallel Agreement plus (iii) the Remaining Liability Cap Amount (the “Liability Cap”); provided, further, that with respect to any purchaser Purchased Asset, this Guaranty shall cease to apply to any Guaranteed Obligations relating to such Purchased Asset which first arise following the date on which Purchaser has exercised final remedies with respect to such Purchased Asset under Article 14(b)(ii)(D) or transferee assuming 14(b)(iii) of the Master Repurchase Agreement (provided that Guarantor shall remain liable as provided herein for any and all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations that became due and pay all damages and other amounts stipulated in the Agreement payable with respect to the non-performance such Purchased Asset on or prior to such date and with respect to all other Purchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) or 14(b)(iii) of the Guaranteed ObligationsMaster Repurchase Agreement). Notwithstanding anything to the contrary in this Guaranty or in the Parallel Guaranty, or the aggregate amount payable by Guarantor under this Article II(a) and Article II (a) of the Parallel Guaranty shall in no case exceed the sum, calculated as of any applicable date of themdetermination, of (a) the Facility Recourse Amount as of such date and (b) the Parallel Guaranty Facility Recourse Amount as of such date.

Guaranty of Obligations. Subject to the terms hereof, Guarantor hereby irrevocably, absolutely irrevocably and unconditionally guarantees and promises to Buyer promptPurchaser and its successors, fullendorsees, faithful transferees and assigns as a primary obligor the prompt and complete payment and performance and observance by each Seller of the following obligations of Seller Guaranteed Obligations as and when the same shall be due and payable (whether at the “Guaranteed Obligations”stated maturity, by acceleration or otherwise); a. Seller; provided however that Guarantor’s obligation total aggregate liability under this Article II(a) shall not exceed an amount equal to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, Facility Recourse Amount on any day that any amounts under this Guaranty are due and payable plus (ii) to the written agreement extent that purchaser under the Pre-Existing Agreement has exercised remedies thereunder after the occurrence of an “Event of Default” under and as defined in the Pre-Existing Agreement, the aggregate amounts remitted to or for the account of “Class B Noteholders” (as defined in the Master Definitions and Construction Module, as defined in the Pre-Existing Agreement) after the occurrence of such “Event of Default” under the Pre-Existing Agreement plus (iii) the Remaining Liability Cap Amount (the “Liability Cap”); provided, further, that with respect to any purchaser Purchased Asset, this Guaranty shall cease to apply to any Guaranteed Obligations relating to such Purchased Asset which first arise following the date on which Purchaser has exercised final remedies with respect to such Purchased Asset under Article 14(b)(ii)(D) or transferee assuming 14(b)(iii) of the Master Repurchase Agreement (provided that Guarantor shall remain liable as provided herein for any and all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations that became due and pay all damages and other amounts stipulated in the Agreement payable with respect to the non-performance such Purchased Asset on or prior to such date and with respect to all other Purchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) or 14(b)(iii) of the Guaranteed ObligationsMaster Repurchase Agreement). Notwithstanding anything to the contrary in this Guaranty or in the Pre-Existing Guaranty, or the aggregate amount payable by Guarantor under this Article II(a) and Article II (a) of the Pre-Existing Guaranty shall in no case exceed the sum, calculated as of any applicable date of themdetermination, of (a) the Facility Recourse Amount as of such date and (b) the Pre-Existing Guaranty Facility Recourse Amount as of such date.

Guaranty of Obligations. Each Guarantor hereby irrevocablyunconditionally, absolutely and unconditionally irrevocably, jointly and severally, guarantees the full and prompt payment and performance when due, whether by acceleration or otherwise, and at all times thereafter, of all present and future Obligations of Borrower to Buyer promptAgent or any Lender or any other Secured Party (collectively, fullthe “Benefited Parties”) under (and as such terms are defined in ) the Financing Agreement dated as of even date herewith, faithful by and complete performance among Borrower, WESTAFF, INC., a Delaware corporation and observance the sole shareholder of Borrower, as Parent Guarantor (“Parent Guarantor”), the Lenders party thereto, and U.S. BANK NATIONAL ASSOCIATION, as Agent (as the same may hereafter from time to time be amended, modified, or restated, the “Financing Agreement”), and each of the following obligations of Seller other agreements, documents and instruments entered into by Borrower in connection therewith (all such Obligations are hereinafter referred to collectively as the “Guaranteed ObligationsLiabilities”); a. Seller’s obligation . This Continuing Guaranty (this “Guaranty”) is a guaranty of payment and performance when due and not a guaranty of collection. Capitalized terms used but not defined herein shall have the meaning given to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its them in the Financing Agreement. In the event of any default by Xxxxxxxx in making payment card processor, change the Approved Bank Accountof, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change default by Xxxxxxxx in performance of, any of its places the Liabilities, each Guarantor agrees on demand by Agent, on behalf of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant the Benefited Parties, to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank pay and perform all of the ACH transactions attempted by Buyer; and i. Seller’s obligation Liabilities as are then or thereafter become due and owing to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default any or breach shall at any time be made by Seller in all of the Guaranteed Obligations, Guarantor shall well and truly perform (Benefited Parties or cause are to be performed) performed by Borrower under the Guaranteed Obligations and terms of the Loan Documents. Each Guarantor further agrees to pay all damages and other amounts stipulated in the Agreement with respect to the non-performance expenses (including Attorneys’ Fees) paid or incurred by Agent, on behalf of the Guaranteed ObligationsBenefited Parties, in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. Notwithstanding any provision to the contrary contained herein or in any other of themthe Loan Documents, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Insolvency Laws or any comparable provisions of any applicable state law.

Guaranty of Obligations. Subject to the terms hereof, Guarantor hereby irrevocably, absolutely irrevocably and unconditionally guarantees and promises to Buyer promptPurchaser and its successors, fullendorsees, faithful transferees and assigns as a primary obligor the prompt and complete payment and performance and observance by each Seller of the following obligations Guaranteed Obligations as and when the same shall be due and payable (whether at the stated maturity, by acceleration or otherwise); provided however that Guarantor’s total aggregate liability under this Article II(a) shall not exceed an amount equal to the sum of Seller (the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, Facility Recourse Amount on any day that any amounts under this Guaranty are due and payable plus (ii) the written agreement aggregate amount of Parallel Facility Seller Remittances under the Parallel Agreement plus (iii) the Remaining Liability Cap Amount (the “Liability Cap”) (for the avoidance of doubt, any purchaser or transferee assuming payments made for the benefit of the Class B Noteholders shall not reduce the Liability Cap); provided, further, that Guarantor shall remain liable as provided herein for any and all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations that became due and pay all damages and other amounts stipulated in the Agreement payable with respect to the non-performance such Purchased Asset on or prior to such date and with respect to all other Purchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) or 14(b)(iii) of the Guaranteed ObligationsMaster Repurchase Agreement. Notwithstanding anything to the contrary in this Guaranty or in the Parallel Guaranty, or the aggregate amount payable by Guarantor under this Article II(a) and Article II (a) of the Parallel Guaranty shall in no case exceed the sum, calculated as of any applicable date of themdetermination, of (a) the Facility Recourse Amount as of such date, (b) the Parallel Guaranty Facility Recourse Amount as of such date and (c) the aggregate amount of Parallel Facility Seller Remittances under the Parallel Agreement.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt, full, faithful the prompt and complete performance payment of Supplier's payment obligations evidenced by the Transaction Agreement, as the same may be amended, supplemented or replaced from time to time and observance all reasonable out-of-pocket costs and expenses of Creditor incurred in the enforcement, or collection under this Guaranty, including reasonable attorney's fees and expenses (collectively, the "Obligations"). Notwithstanding anything to the contrary herein, the liability of the following obligations Guarantor under this Guaranty and Creditor's right of Seller recovery hereunder for all Obligations is limited to a total aggregate amount of $____ million. If Supplier meets the creditworthiness criteria or has provided Creditor with substitute credit support that meets the criteria provided in Section 8.1 of the Transaction Agreement, then on such date Guarantor's liability for the Obligations (including Obligations accrued prior to such date) shall terminate only if, in the “Guaranteed event that substitute credit support is provided, such substitute credit support clearly applies to all Obligations accrued prior to the termination date. If the substitute credit support does not so apply to all accrued Obligations”, then any such termination will not affect Creditor's rights and Guarantor's liability arising under this Guaranty with respect to Obligations which have accrued prior to such termination. (b) This Guaranty is a guarantee of payment. If for any reason whatsoever the Supplier shall fail to pay the Obligations owing by it to the Creditor when due (and after the expiration of any applicable grace period under the Transaction Agreement); a. Seller’s obligation to provide bank statements , Creditor will notify Guarantor in writing, specifying the nature and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under amount of any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyersuch default, and (ii) the Guarantor will within fifteen days after receipt of such written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthfulnotice pay, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations paid such Obligation. Such payment shall be in immediately available funds and pay all damages free and other amounts stipulated in the Agreement with respect clear of any setoff, without reduction to the nonCreditor, other than any set-performance of offs or reductions allowed pursuant to the Guaranteed Obligations, or any of themTransaction Agreement.

Guaranty of Obligations. (a) Guarantor hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees to Buyer promptAdministrative Agent and Lenders, full, faithful and complete performance and observance the payment of the following obligations Obligations (but expressly excluding any amounts owing under the Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and 1(d)(8) herein below), subject to the limitations set forth in subsection (b) below, whether now or hereafter arising, as and when the same shall be due and payable, whether by lapse of Seller time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally, for the Obligations SMRH:479595026.5 (but expressly excluding any amounts owing under the “Guaranteed Obligations”); a. Seller’s obligation Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and 1(d)(8) herein below) as a primary obligor, subject to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without limitations set forth in subsection (ib) the express prior written consent of Buyerbelow, and (ii) the written agreement that Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent and Lenders shall not be required to exhaust any purchaser right or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into remedy or take any merchant cash advance action against Borrowers or any loan agreement that relates other person or entity or any collateral. Guarantor agrees that, as between Guarantor and Administrative Agent and Lenders, the Obligations may be declared to or encumbers its Future Receipts with any party other than Buyer be due and payable for the duration purposes of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere Guaranty (provided Guarantor's liability with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach respect thereto shall at all times remain subject to the limitations set forth in this Section 1(b)) notwithstanding any time be made by Seller stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrowers and that in the Guaranteed Obligationsevent of a declaration or attempted declaration, the Obligations shall immediately become due and payable by Guarantor shall well (but expressly excluding any amounts owing under the Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and truly perform 1(d)(8) herein below) for the purposes of this Guaranty. (or cause to be performedb) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect Notwithstanding anything herein to the non-performance contrary, the liability of Guarantor hereunder shall not exceed the Base Guaranteed ObligationsAmount (defined below as the same shall be determined from time to time), or any of themplus the amounts (if any) due under paragraphs (c) and (d) and Section 15 below (if and to the extent applicable).

Guaranty of Obligations. Guarantor (a) Subsidiary Guarantors hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees unconditionally, jointly and severally guarantee to Buyer promptAdministrative Agent, full, faithful and complete performance and observance for the benefit of the following obligations Lenders, the payment of Seller the Obligations (as defined in the Credit Agreement) as and when the same shall be due and payable in accordance with the Credit Agreement, whether by lapse of time, by acceleration of maturity or otherwise. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity or any collateral. Subsidiary Guarantors agree that, as between Subsidiary Guarantors and Administrative Agent and the Lenders, the ​ Obligations may be declared to be due and payable for the purposes of this Guaranty after the occurrence and during the continuance of an Event of Default, notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of any such declaration, the Obligations shall immediately become due and payable by Subsidiary Guarantors for the purposes of this Guaranty. (b) Without limiting the generality of the foregoing, each Subsidiary Guarantor, and by its acceptance of this Guaranty, the Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Subsidiary Guarantors under this Guaranty (the “Guaranteed ObligationsLiabilities”); a. Seller’s obligation ) shall be limited to provide bank statements the maximum amount that will, after giving effect to such maximum amount and all other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change contingent and fixed liabilities of the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses applicable Subsidiary Guarantor that are relevant under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyersuch laws, and (ii) the written agreement after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement person with respect to the non-performance Liabilities, result in the Liabilities of the Guaranteed Obligationssuch Subsidiary Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of themdebtors. This paragraph with respect to the maximum liability of the Subsidiary Guarantors is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Subsidiary Guarantors nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Subsidiary Guarantors hereunder shall not be rendered voidable under applicable law. Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Subsidiary Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Subsidiary Guarantors’ obligations hereunder beyond its maximum liability.

Guaranty of Obligations. Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt, full, faithful and complete performance and observance of the following obligations of Seller (the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by BuyerXxxxx; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s 's obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with BuyerXxxxx’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by SellerXxxxxx’s bank of the ACH transactions attempted by BuyerXxxxx; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Guaranteed. Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance of the Guaranteed Obligations, or any of them.

Guaranty of Obligations. Guarantor Each of the Guarantors hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally unconditionally, and jointly and severally, guarantees to Buyer promptAdministrative Agent, full, faithful and complete performance and observance for the benefit of the following obligations Lenders, the payment and performance of Seller the Obligations (the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements ) as and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processorwhen the same shall be due and payable, change the Approved Bank Accountwhether by lapse of time, by acceleration of maturity or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank otherwise. Each of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthfulGuarantors hereby absolutely, accurate, irrevocably and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer and agrees that if default or breach shall at any time be made by Seller in the Guaranteed Obligationsit is liable, Guarantor shall well jointly and truly perform (or cause to be performed) severally, for the Guaranteed Obligations as a primary obligor, and pay all damages that each Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Neither Administrative Agent nor any Lender shall be required to exhaust any right or remedy or take any action against Borrower or any other amounts stipulated person or entity. Each Guarantor agrees that, as between such Guarantor and Administrative Agent and the Lenders, the Guaranteed Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the Agreement event of a declaration or attempted declaration, the Guaranteed Obligations shall immediately become due and payable by each of the Guarantors for the purposes of this Guaranty. Without limiting the generality of the foregoing, each Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the non-performance Liabilities, result in the Liabilities of the Guaranteed Obligationssuch Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of themdebtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guaranty of Obligations. Guarantor (a) The Company hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally guarantees irrevocably guaranties to Buyer prompt, full, faithful and complete performance and observance each of the following obligations Lenders, as the primary obligation of Seller (the “Guaranteed Obligations”);Company and not as a surety, the due and punctual payment of: a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) all principal, interest (including, without limitation, any post-petition interest whether or not allowed or accrued or payable under any bankruptcy, insolvency or 3 similar law), fees and other costs, expenses and amounts required to be paid, from time to time, by each and every Non-Kmart Borrower under or in connection with the express prior written consent Credit Agreement, when and as the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, according to the terms of Buyerthe Credit Agreement and the other Loan Documents (and notwithstanding any automatic stay or similar provision of any bankruptcy law); and (ii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of each and every Non-Kmart Borrower to the Lenders or any of them, arising out of or in any way relating to any and all of the Loan Documents and the transactions contemplated thereby; together with all reasonable costs (including, without limitation, reasonable legal fees and disbursements) incurred by the Lenders in connection with recovering the same from the Non-Kmart Borrowers or the Company. In case of the failure of any Non-Kmart Borrower to duly, punctually and indefeasibly make any such payment in full as and when due and payable, the Company hereby agrees to duly, punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, in accordance with the terms of this Guaranty. (b) The payment and performance obligations guarantied by this Guaranty are herein sometimes herein referred to collectively as the "Guarantied Obligations". (c) The Company hereby agrees that the Company's obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than prior, final and indefeasible payment of all of the Guarantied Obligations in full), set-off, abatement, counterclaim or recoupment whatsoever (all of which are hereby expressly and unconditionally waived by the Company), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Company or any Borrower or any of their respective Subsidiaries or otherwise, whether based upon any agreement, instrument or document evidencing or securing the Guarantied Obligations or any other agreement, instrument or document (including, without limitation, this Guaranty) or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: 4 (i) any insolvency, bankruptcy, reorganization or dissolution, or any proceeding in respect of any thereof, of the Company, any Borrower, any of their respective Subsidiaries or any other guarantor of all or any portion of the Guarantied Obligations; (ii) the written agreement genuineness, validity, regularity or enforceability of any purchaser Loan Document or transferee assuming any other agreement, instrument or document evidencing or securing the Guarantied Obligations or any other agreement, instrument or document, or the extension or renewal thereof, in whole or in part, with or without notice to or assent from the Company, any Borrower, any of their respective Subsidiaries or any other guarantor of all or any portion of Seller’s obligations the Guarantied Obligations; (iii) any rescission, compromise, alteration, amendment, modification, extension, renewal, release, change, waiver, consent or other action in respect of any of the terms, provisions, covenants or conditions contained in any Loan Document or any other agreement, instrument or document evidencing or securing the Guarantied Obligations or in any other agreement, instrument or document; (iv) the absence of notice or the absence of or any delay in any action to enforce any obligation or to exercise any right or remedy against the Company, any Borrower, any of their respective Subsidiaries or any other guarantor of all or any portion of the Guarantied Obligations, whether under this Agreement any Loan Document or any other agreement, instrument or document evidencing or securing the Guarantied Obligations or under any other agreement, instrument or document, or any indulgence or extension or waiver granted to or compromise with the Company, any Borrower, any of their respective Subsidiaries or any other guarantor of all or any portion of the Guarantied Obligations, or any action or proceeding taken or not taken with respect to or by or on behalf of the Company, any Borrower, any of their respective Subsidiaries or any other guarantor of all or any portion of the Guarantied Obligations, or the holder of any agreement, instrument or document evidencing or securing the Guarantied Obligations; (v) any default, failure or delay in the performance of any obligation, covenant, duty, representation, warranty or agreement contained in any Loan Document or any other agreement, instrument or document evidencing or securing the Guarantied Obligations or in any other agreement, instrument or document, or arising pursuant to documentation satisfactory to Buyerlaw; f. Seller’s obligation (vi) any act or thing or omission to not enter into do or delay in doing any merchant cash advance act or thing which might in any manner result in any lack of proper authorization or any loan agreement that relates invalid execution of any Loan Document or any other agreement, instrument or document (vii) any assignment by any Borrower or any assumption by any Person of any obligation under any Loan Document or any other agreement, instrument or document evidencing or securing the Guarantied Obligations or under any other agreement, instrument or document; (viii) any event of force majeure; (ix) any release or substitution of any collateral for, or any obligor in respect of, the payment of the Guarantied Obligations, in whole or in part, with or without notice to or encumbers its Future Receipts with assent from the Company, any party Borrower, any of their respective Subsidiaries or any other than Buyer for guarantor of all or any portion of the duration of this Agreement without Buyer’s prior written consentGuarantied Obligations; g. Seller’s obligation not (x) whether a lien or security interest on any collateral shall have been perfected or shall continue to interfere be perfected, or whether any collateral shall be impaired in any manner, or whether any steps shall have been taken to enforce rights against the Company, any Borrower, any of their respective Subsidiaries or any other guarantor of all or any portion of the Guarantied Obligations or any collateral; (xi) the status of any Borrower as an Eligible Borrower under the Credit Agreement; or (xii) any other circumstances which might constitute a legal or equitable discharge or defense of a surety or guarantor. (d) The Company hereby: (i) waives diligence, presentment, demand (of payment or otherwise), protest, notice, filing of claims with Buyer’s a court in the event of the merger or bankruptcy of any Borrower or any of any Borrower's Subsidiaries, any right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank require a proceeding first against any Borrower or any other guarantor of all or any portion of the ACH transactions attempted by Buyer; and i. Seller’s obligation Guarantied Obligations or to provide truthfulmarsxxxx xx realize on any collateral, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance Guarantied Obligations; (ii) agrees that its obligations hereunder constitute guaranties of payment and not of collection and are not in any way conditional or contingent upon any attempt to collect from or enforce against any Borrower or any other guarantor of all or any portion of the Guaranteed Obligations, Guarantied Obligations or upon any of them.other condition or contingency;

Guaranty of Obligations. (a) Guarantor hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees to Buyer prompt, full, faithful Lender the full and complete timely payment and performance and observance of all of the following obligations Guaranteed Obligations as and when the same shall be due and payable under the Loan Documents, whether by lapse of Seller time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as primary obligor. (b) Notwithstanding anything herein or in the “Loan Documents to the contrary, Guarantor shall have no liability for Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and Obligations or other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without matters hereunder for (i) any action taken by any Person (other than Borrower, Guarantor, or any other Person that, directly or indirectly, Controls, is Controlled by or is under Common Control with Guarantor) from and after a Transfer approved by Lender in accordance with the express prior written consent terms of Buyerthe Loan Documents of the entire Property or a transfer of all of the direct and indirect equity interests of Borrower to a Person that is not an Affiliate of Guarantor, and (ii) any action taken by any Person (other than Borrower, Guarantor, or any other Person that, directly or indirectly, Controls, is Controlled by or is under Common Control with Guarantor) from and after Lender obtains title to the written agreement Property, whether by foreclosure, deed-in-lieu of foreclosure or otherwise in connection with any purchaser or transferee assuming all exercise of SellerLender’s obligations under this Agreement remedies pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance the Loan Documents, or any loan agreement that relates to or encumbers its Future Receipts with actions taken by any party Person (other than Buyer for Borrower, Guarantor or any other Person that, directly or indirectly, Controls, is Controlled by or is under Common Control with Guarantor, except if such action of Borrower, Guarantor or any other such Person is caused or required by a receiver, trustee, liquidator, conservator, Lender or applicable law) on or after the duration of this Agreement without Buyerdate on which a receiver, trustee, liquidator, or conservator is appointed, at Lender’s prior written consent; g. Seller’s obligation not request, to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank take Control of the ACH transactions attempted Property, or (iii) any action taken (a) by Buyer; and i. Seller’s obligation Mezzanine Lender or, to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at the extent there is any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform other mezzanine lender (or cause to be performed“Additional Mezzanine Lender”) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance any additional mezzanine loan (“Additional Mezzanine Loan”) under Section 9.24(b) of the Guaranteed ObligationsLoan Agreement, any Additional Mezzanine Lender, during any period in which either Mezzanine Lender or Additional Mezzanine Lender exercises Control of any Required SPE, Borrower and/or the Property under the Mezzanine Loan Documents or Additional Mezzanine Loan Documents, as applicable, or any of them(b) from and after a mezzanine foreclosure or assignment-in-lieu thereof.

Guaranty of Obligations. Guarantor hereby absolutely, unconditionally, irrevocably, absolutely jointly and unconditionally guarantees severally guarantees, as principal and not as indemnitor, to Buyer promptLandlord, fullin accordance with and pursuant to this Guaranty, faithful Tenant's full and complete performance punctual payment of all Guarantied Obligations. Upon either Guarantor's receipt of Notice of any Material Monetary Default by Tenant ("Material Monetary Default Notice"), Guarantor agrees to pay Landlord any and observance all sums with respect to such Material Monetary Default then due and payable under the Lease, within ten (10) days after receipt of the following obligations of Seller Material Monetary Default Notice. Guarantor's liability under this Guaranty shall be primary and not secondary and Landlord may, at Landlord's option, but Landlord need not, join Guarantor in any action or Proceeding commenced by Landlord against Tenant in connection with the Guarantied Obligations. Any notice sent pursuant to this Guaranty shall be sent to Agent (the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without hereinafter defined) (i) the express prior written consent of Buyerby personal delivery, and (ii) by Federal Express or other reputable international courier service, or (iii) by certified mail, return receipt requested. Any notice sent in the manner referred to in clause (i) or (ii) of the preceding sentence shall be deemed delivered to Guarantor on the date of delivery (or when delivery has been attempted twice, as evidenced by the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank report of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accuratecourier service), and complete information as any notice sent in the manner referred to in clause (iii) of the preceding sentence shall be deemed delivered to Guarantor three Business Days after deposit in the United States mail, provided that no postal strike is then in effect. Notice to Agent shall be deemed notice to both Guarantors. Landlord shall deliver any notice required by this Agreement. Furthermore, to be sent to Guarantor unconditionally covenants to Buyer that if default hereunder concurrently with or breach shall at any time be made by Seller after the delivery of any corresponding notice in connection with a claim for any of the Guaranteed ObligationsGuarantied Obligations to Tenant pursuant to the Lease. If, Guarantor shall well and truly perform however, Tenant is the subject of any Insolvency Proceeding (or cause Landlord is otherwise not reasonably able to give Tenant Notice of Tenant's Material Monetary Default) then Landlord may give Guarantor a Material Monetary Default Notice whether or not Landlord has given or simultaneously gives Tenant a Notice of Tenant's Material Monetary Default, and such Material Monetary Default Notice shall be performed) the Guaranteed Obligations fully valid and pay all damages and other amounts stipulated in the Agreement with respect effective as against Guarantor, as if it had already been given to the non-performance Tenant. A copy of the Guaranteed Obligationsany Notice of Tenant's Material Monetary Default delivered to Guarantor pursuant to this Article shall simultaneously be sent to Akin, or any of themGump, Strauss, Hauex xxx Feld, X.L.P., 590 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Patrxxx Xxxxxx, Xxq.

Guaranty of Obligations. The Guarantor hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees to Buyer promptAdministrative Agent, full, faithful and complete performance and observance for the benefit of the following obligations Lenders, jointly and severally with all existing and future guarantors of Seller the Obligations, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Guaranteed Obligations”); a. Seller’s obligation "Liabilities") shall be limited to provide bank statements the maximum amount that will, after giving effect to such maximum amount and all other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change contingent and fixed liabilities of the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses Guarantor that are relevant under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyersuch laws, and (ii) the written agreement after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement person with respect to the non-performance Liabilities, result in the Liabilities of the Guaranteed ObligationsGuarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of themdebtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt, full, faithful the prompt and complete performance payment of BGE's payment obligations evidenced by the Transaction Agreement, as the same may be amended, supplemented or replaced from time to time and observance all reasonable out-of-pocket costs and expenses of Creditor incurred in the enforcement, or collection under this Guaranty, including reasonable attorney's fees and expenses (collectively, the "Obligations"). Notwithstanding anything to the contrary herein, the liability of the following obligations Guarantor under this Guaranty and Creditor's right of Seller recovery hereunder for all Obligations is limited to a total aggregate amount of $____ million. If BGE meets the Creditworthiness Criteria or has provided Creditor with substitute credit support that meets the criteria provided in Section 8.1 of the Transaction Agreement, then on such date Guarantor's liability for the Obligations (including Obligations accrued prior to such date) shall terminate only if, in the “Guaranteed event that substitute credit support is provided, such substitute credit support clearly applies to all Obligations accrued prior to the termination date. If the substitute credit support does not so apply to all accrued Obligations”, then any such termination will not affect Creditor's rights and Guarantor's liability arising under this Guaranty with respect to Obligations which have accrued prior to such termination. (b) This Guaranty is a guarantee of payment. If for any reason whatsoever BGE shall fail to pay the Obligations owing by it to the Creditor when due (and after the expiration of any applicable grace period under the Transaction Agreement); a. Seller’s obligation to provide bank statements , Creditor will notify Guarantor in writing, specifying the nature and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under amount of any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyersuch default, and (ii) the Guarantor will within fifteen days after receipt of such written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthfulnotice pay, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations paid such Obligation. Such payment shall be in immediately available funds and pay all damages free and other amounts stipulated in the Agreement with respect clear of any setoff, without reduction to the nonCreditor, other than any set-performance of offs or reductions allowed pursuant to the Guaranteed Obligations, or any of themTransaction Agreement.

Guaranty of Obligations. Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt, full, faithful and complete performance and observance of the following obligations of Seller (the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by BuyerBxxxx; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with BuyerBxxxx’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by SellerSxxxxx’s bank of the ACH transactions attempted by BuyerBxxxx; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance of the Guaranteed Obligations, or any of them.

Guaranty of Obligations. Guarantor Section 7.01. TowerCo Parent's Guaranty. (a) TowerCo Parent hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt, full, faithful SBCW the full and complete timely performance and observance of all of the following terms, provisions, covenants and obligations of Seller (the “Guaranteed Obligations”); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sell, dispose, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations Vendor under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into (the "Obligations"). TowerCo Parent agrees that if Vendor defaults at any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for time during the duration term of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw in the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank performance of any of the ACH transactions attempted by Buyer; and i. Seller’s obligation Obligations, TowerCo Parent shall faithfully perform and fulfill all Obligations and shall pay to provide truthfulSBCW all attorneys' fees, accuratecourt costs, and complete information other expenses, costs and disbursements incurred by SBCW on account of any default by Vendor and on account of the enforcement of this guaranty. (b) If Vendor defaults under this Agreement and SBCW elects to enforce the provisions of this Section 7.01, SBCW shall promptly give TowerCo Parent written notice thereof, which notice shall constitute an exercise of SBCW's rights against TowerCo Parent pursuant to this Section 7.01. Following the receipt of such notice by TowerCo Parent, TowerCo Parent shall have the same period of time as required is afforded to Vendor under this Agreement to cure such default but no such cure period shall diminish the obligations of TowerCo Parent under this Section 7.01. (c) This guaranty obligation of TowerCo Parent shall be enforceable by this Agreement. FurthermoreSBCW in an action against TowerCo Parent without the necessity of any suit, Guarantor unconditionally covenants action, or proceedings by SBCW of any kind or nature whatsoever against Vendor, without the necessity of any notice to Buyer that if TowerCo Parent of Vendor's default or breach under this Agreement and without the necessity of any other notice or demand to TowerCo Parent to which TowerCo Parent or Vendor might otherwise be entitled, all of which notices TowerCo Parent hereby expressly waives. TowerCo Parent hereby agrees that the validity of this guaranty and the obligations of TowerCo Parent hereunder shall at not be terminated, affected, diminished, or impaired by reason of the assertion or the failure to assert by SBCW against Vendor any time be made by Seller in of the Guaranteed Obligations, Guarantor shall well and truly perform (rights or cause remedies reserved to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect SBCW pursuant to the non-performance provisions of this Agreement or any other remedy or right which SBCW may have at law or in equity or otherwise. (d) TowerCo Parent covenants and agrees that this guaranty is an absolute, unconditional, irrevocable and continuing guaranty. The liability of TowerCo Parent hereunder shall not be affected, modified, or diminished by reason of any assignment, renewal, modification or extension of this Agreement or any 40 35 modification or waiver of or change in any of the Guaranteed Obligationscovenants and terms of this Agreement by agreement of SBCW and Vendor, or by any unilateral action of either SBCW or Vendor, or by an extension of time that may be granted by SBCW to Vendor or any indulgence of any kind granted to Vendor, or any dealings or transactions occurring between SBCW and Vendor, including, without limitation, any adjustment compromise, settlement, accord and satisfaction, or release, or any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of themcreditors, receivership, or trusteeship affecting Vendor. TowerCo Parent does hereby expressly waive any suretyship defense it may have by virtue of any statute, law, or ordinance of any state or other governmental authority. (e) All of SBCW's rights and remedies under this guaranty are intended to be distinct, separate, and cumulative and no such right and remedy herein is intended to be the exclusion of or a waiver of any other. (f) TowerCo Parent hereby waives presentment demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, and notice of acceptance. TowerCo Parent further waive any right to require that an action be brought against Vendor or any other person or to require that resort be had by SBCW to any security held by SBCW.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably, absolutely irrevocably and unconditionally guarantees to Buyer promptguaranties, fullas primary obligor and not merely as surety, faithful the due and complete performance and observance punctual payment in full of all Guarantied Obligations when the same shall become due, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the operation of the following obligations automatic stay under Section 362(a) of Seller the Bankruptcy Code). (b) Any interest on any portion of the “Guaranteed Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of the Guarantor and the Lender that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve the Borrower of any portion of such Guarantied Obligations”);. a. Seller’s obligation (c) In the event that all or any portion of the Guarantied Obligations is paid by the Borrower, this Guaranty shall be reinstated in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Lender as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. (d) Subject to provide bank statements and the other financial information within five Workdays after request from Buyer; b. Seller’s obligation provisions of this Section 9.01, upon the failure of the Borrower to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation to not conduct Seller’s businesses under any name other than as disclosed to Buyer; d. Seller’s obligation to not change pay any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sellthe Guarantied Obligations when and as the same shall become due, disposethe Guarantor will upon demand pay, transfer or otherwise convey its business or substantially all business assets without (i) the express prior written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation to provide truthful, accurate, and complete information as required by this Agreement. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated paid, in the Agreement with respect cash, to the non-performance Lender an amount equal to the aggregate of the Guaranteed unpaid Guarantied Obligations, or any of them.

Guaranty of Obligations. Subject to the terms and conditions ------------------------ in this Guaranty, the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer promptthe Beneficiary the due and punctual payment when due of all amounts arising under the Lease Agreement and Financial Letter Agreement, fullas the case may be, faithful as a result of the Company's breach of the representations and complete warranties made in subsection 2.3 of the Lease Agreement and in the Financial Letter Agreement and arising under the Employee Letter as a result of City Cinemas' breach of the representations and warranties made in Section 2 of the Employee Letter (such obligations being herein called the "Obligations"), and agrees to pay any and all reasonable expenses incurred by the Beneficiary in successfully enforcing any rights under this Guaranty. This Guaranty is a primary and original obligation of the Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collectibility or performance and observance is in no way conditioned or contingent upon any attempt to collect from the Company or City Cinemas, as the case may be, or to realize upon any property constituting security for the Obligations, all to the same extent, except as otherwise specifically provided herein, as if the Guarantor were the Company under the Lease Agreement or Financial Letter Agreement, or City Cinemas under the Employee Letter; provided, however, that the foregoing limitation imposing on the Guarantor obligations hereunder as if it were the Company under the Lease Agreement or Financial Letter Agreement, or City Cinemas under the Employee Letter (except as set forth herein) shall not limit obligations of the following obligations Guarantor hereunder to the extent the limitations (including termination, disavowal, rejection or reduction) of Seller any such obligation of the Company or City Cinemas, as the case may be, results from (a) any insolvency or bankruptcy case or proceeding (including any case under the “Guaranteed Obligations”U.S. Bankruptcy Code of 1978, as amended); a. Seller’s obligation to provide bank statements and other financial information within five Workdays after request from Buyer; b. Seller’s obligation to not change its payment card processor, change the Approved Bank Account, or add bank accounts; c. Seller’s obligation any receivership, liquidation, reorganization or other similar case or proceeding relative to not conduct Seller’s businesses under any name other than the Company or City Cinemas, as disclosed to Buyer; d. Seller’s obligation to not change any of its places of business without prior written consent by Buyer; e. Seller’s obligation to not voluntarily sellthe case may be, dispose, transfer or otherwise convey its business all or substantially all business of their respective assets, or (b) any liquidation, dissolution, reorganization or winding up of the Company or City Cinemas, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment of all or substantially all of the assets without of the Company or City Cinemas, as the case may be, for the benefit of creditors or any other marshalling of assets and liabilities of the Company or City Cinemas, as the case may be (ithe events in (a), (b) the express prior written consent of Buyerand (c) collectively referred to as an "Insolvency or Liquidation Proceeding"), and (ii) in such event the written agreement Guarantor shall be liable in respect of obligations of the Company pursuant to the Lease Agreement or Financial Letter Agreement, or of City Cinemas pursuant to the Employee Letter, as if no such Insolvency or Liquidation Proceeding had been initiated. If the Company or City Cinemas, as the case may be, shall fail to pay any of the Obligations when and as the same shall become due and payable, the Guarantor shall forthwith pay such Obligations, in immediately available funds, directly to the Beneficiary at its address specified herein or at such other place as the Beneficiary shall direct. The Guarantor hereby waives diligence, presentment or protest. Each default in payment of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; f. Seller’s obligation to not enter into any merchant cash advance or any loan agreement that relates to or encumbers its Future Receipts with any party other than Buyer for the duration of this Agreement without Buyer’s prior written consent; g. Seller’s obligation not to interfere with Buyer’s right to withdraw the Remittance Amount from Seller’s bank account; h. Seller’s obligation not to cause rejection by Seller’s bank of the ACH transactions attempted by Buyer; and i. Seller’s obligation Obligations shall give rise to provide truthful, accurate, a separate cause of action hereunder and complete information separate suits may be brought hereunder as required by this Agreementeach cause of action arises. Furthermore, Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Guaranteed Obligations, Guarantor shall well and truly perform (or cause to be performed) the Guaranteed Obligations and pay all damages and other amounts stipulated in the Agreement with respect Notwithstanding anything herein to the non-performance contrary, the obligations of the Guaranteed ObligationsGuarantor hereunder shall be limited to the same extent as set forth in paragraph (c) of Section 11 of the Lease Agreement, or any but shall not be limited by the provisions of themSection 30 of the Lease Agreement.