Common use of Indebtedness Guaranteed Clause in Contracts

Indebtedness Guaranteed. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of business, without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, debts, liabilities and obligations, arising on or after the date of this Guaranty, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to any of the foregoing (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents.

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees all of Borrower indebtedness to Lender and is used in the prompt payment in full of the Obligations (as defined below), as most comprehensive sense and when the same (including without limitation portions thereof) become due means and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at includes any time after the Effective Date and until all of Borrower’s 's liabilities, obligations under all of the Transaction Documents are paid and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Xxxxxx's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Xxxxxx of Guarantor's written revocation. For this purpose and without limitation, the term "new indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specially will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Xxxxxx's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND XXXXXXXXX'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice of Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender or any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor may have terminated in and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTION IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the indebtedness arises from transactions which may be voidable on account of infancy, insanity ultra vires or otherwise. DURATION OF GUARANTY. This Guaranty will take xxxxxt when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor Borrower from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor Borrower prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, (3) incurred with respect to an SRED credit accounts receivable financing of up $1.5 million (provided that any proceeds received from the Canadian government or other governmental authority with respect to such credit be applied in reduction thereof) or (34) trade payables in the ordinary course of business, without LenderXxxxxx’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with the Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, debts, liabilities and obligations, arising on or after the date of this Guaranty, whether documented or undocumented, owed by Borrower or Guarantor to Lender, pursuant to whether created by the Note, the Purchase Agreement (including the Note)Agreement, together with any other Transaction Documents or arising thereafter, any modification or amendment to any of the foregoing (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents. For purposes of this Agreement, “Effective Date” means the date that the funds held in escrow pursuant to the Escrow Agreement (as defined in the Purchase Agreement) are released from escrow to Borrower and this Guaranty is released from escrow to Lender.

Indebtedness Guaranteed. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of The Indebtedness guaranteed by this Guaranty includes the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of business, without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means including (a) all loansprincipal, advances, debts, liabilities and obligations, arising on or after the date of this Guaranty, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to any of the foregoing (b) all interest, (c) all late charges, (d) all loan fees and loan charges, and (e) all collection costs and expensesexpenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation all of Lender's attorneys' fees. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and it is specifically anticipated that fluctuations will occur in the aggregate amount of Indebtedness owing from Borrower to Lender. Guarantor specifically acknowledges and agrees that fluctuations in the amount of Indebtedness, even to zero dollars ($ 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the Indebtedness in full in legal tender, and (C) payment in full in legal tender of all of Guarantor's other obligations under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including attorneys’ feesincreases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, incurred and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to xxx, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in connection the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the Note or following: ADDITIONAL REQUIREMENTS. a Personal Financial Statement on Lenders form provided annually. All financial reports required to be provided under this Guaranty shall be prepared in connection accordance with the collection or enforcement of any portion of the indebtednessGAAP, liabilities or obligations described in the foregoing clause (a) applied on a consistent basis, and (b) the performance of the covenants certified by Guarantor as being true and agreements of Borrower contained in the Note and the other Transaction Documentscorrect.

Indebtedness Guaranteed. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of The Indebtedness guaranteed by this Guaranty includes the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of business, without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means including (a) all loansprincipal, advances, debts, liabilities and obligations, arising on or after the date of this Guaranty, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to any of the foregoing (b) all interest, (c) all late charges, (d) all loan fees and loan charges, and (e) all collection costs and expensesexpenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation all of Lender's attorneys' fees. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and it is specifically anticipated that fluctuations will occur in the aggregate amount of Indebtedness owing from Borrower to Lender. Guarantor specifically acknowledges and agrees that fluctuations in the amount of Indebtedness, even to zero dollars ($ 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the Indebtedness in full in legal tender, and (C) payment in full in legal tender of all of Guarantor's other obligations under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including attorneys’ feesincreases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, incurred and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to xxx, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in connection the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents.following:

Indebtedness Guaranteed. Guarantor hereby absolutely The indebtedness guaranteed by this Guaranty include any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, attorneys' fees, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of then; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will take xxxxct when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue xx xxll force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may desixxxxx in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation and Lender's written acknowxxxxxxent of receipt. For this purpose and wixxxxx limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extension, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modification of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower’s liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise . DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, by certified mail, at Xxxxxx’s address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Xxxxxx of Guarantor’s written revocation. For this purpose and without limitation, the date term “new Indebtedness” does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor’s written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor’s revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor’s estate as to Indebtedness created both before and after Guarantor’s death or incapacity, regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the lndebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor’s written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under indebtedness to Lender and is used in the moat comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower’s liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, by certified mail, at Xxxxxx’s address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Xxxxxx of Guarantor’s written revocation. For this purpose and without limitation, the date term “new Indebtedness” does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor’s written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor’s revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor’s written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs $0.00). Upon payment and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion satisfaction of the indebtednessIndebtedness in full, liabilities or obligations described in and at such time as Lender shall have no further obligation to extend credit under that certain Loan Agreement dated the foregoing clause (a) date hereof by and (b) the performance among Lender, Xxxxxxxx and Guarantor, Lender shall execute and deliver to Guarantor a written release and termination of the covenants and agreements of Borrower contained in the Note and the other Transaction Documentsthis Guaranty.

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's Indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft Indebtedness, credit card Indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATXXX XF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the COMMERCIAL GUARANTY (Continued) -------------------------------------------------------------------------------- liability of any remaining Guarantors under this Guaranty. Guarantor's obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of them, under any other guaranties of Borrower's Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties are modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or supersede any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower’s liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been full and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender by certified mail, at Xxxxxx’s address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Xxxxxx of Guarantor’s written revocation. For this purpose and without limitation, the date term “new Indebtedness” does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor’s written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor’s revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor’s estate as to ndebtedness created both before and after Guarantor’s death or incapacity, regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor’s written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing (b) all costs guaranteed Indebtedness remains unpaid and expenses, including attorneys’ fees, incurred by Lender in connection with even though the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction DocumentsIndebtedness guaranteed may from time to time be zero dollars [$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees all of Borrower indebtedness to Lender and is used in the prompt payment in full of the Obligations (as defined below), as most comprehensive sense and when the same (including without limitation portions thereof) become due means and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at includes any time after the Effective Date and until all of Borrower’s 's liabilities, obligations under all of the Transaction Documents are paid and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Xxxxxx's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Xxxxxx of Guarantor's written revocation. For this purpose and without limitation, the term "new indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Xxxxxx's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND XXXXXXXXX'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by the Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's Indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will take effexx xxen received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Gaurantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the Purchase Agreement (including foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the Note), together same manner in which Guarantor might have terminated it and with the same effect. Release of any modification other guarantor or amendment termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. Guarantor's obligations under this Guaranty shall be in addition to any of the foregoing Guarantor's obligations, or any of them, under any other guaranties of Borrower's Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties are modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or supersede any such other guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (b) all costs and expenses$0.00), including attorneys’ feesPRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when xxxxxved by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term " new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Xxxxxx's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Xxxxxx of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Xxxxxx's actual notice of Guarantor's death. Subject to the foregoing. Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's Indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra virex, xx otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new indebtedness" does not include indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. The Indebtedness is guaranteed and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor hereby absolutely or to Borrower, and unconditionally guarantees the prompt payment will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Obligations (Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as defined below)to Indebtedness created both before and after Guarantor's death or incapacity, as and when regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same (including without limitation portions thereof) become due manner in which Guarantor might have terminated it and payablewith the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Obligations may exceed the principal amount of the Note. MoreoverIndebtedness, at any time after the Effective Date and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenants: even to zero dollars (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower$0.00), provided that such prohibition prior to Guarantor's written revocation of this Guaranty shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of business, without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into constitute a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, “Obligations” means (a) all loans, advances, debts, liabilities successors and obligations, arising on or after the date of this Guaranty, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GXXXXXTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation Is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness Incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or Incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. The Indebtedness is guaranteed whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor hereby absolutely or to Borrower, and unconditionally guarantees the prompt payment will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Obligations (Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as defined below)to Indebtedness created both before and after Guarantor's death or incapacity, as and when regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same (including without limitation portions thereof) become due manner in which Guarantor might have terminated it and payablewith the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Obligations may exceed the principal amount of the Note. MoreoverIndebtedness, at any time after the Effective Date and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenants: even to zero dollars (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower$0.00), provided that such prohibition prior to Guarantor's written revocation of this Guaranty shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of business, without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into constitute a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, “Obligations” means (a) all loans, advances, debts, liabilities successors and obligations, arising on or after the date of this Guaranty, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, attorneys' fees, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will take exxxxx when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation and Lender's written acknowledgment of receipt. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, attorneys' fees, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be avoidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will take exxxxx when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation and Lender's written acknowledgment of receipt. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower’s liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise . DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, by certified mail, at Xxxxxx’s address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Xxxxxx of Guarantor’s written revocation. For this purpose and without limitation, the date term “new Indebtedness” does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Xxxxxxxx or committed by Lender prior to receipt of Guarantor’s written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness, All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor’s revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor’s estate as to Indebtedness created both before and after Guarantor’s death or incapacity, regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the lndebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor’s written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the indebtedness arises from transactions which may be voidable on account of infancy, insanity ultra vires or otherwise. DURATION OF GUARANTY. This Guaranty will take exxxxx when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the Purchase Agreement (including foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the Note), together same manner in which Guarantor might have terminated it and with the same effect. Release of any modification other guarantor or amendment to termination of any other guaranty of the foregoing (b) all costs and expenses, including attorneys’ fees, incurred by Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender in connection with receives from any one or more Guarantors shall not affect the Note or in connection with the collection or enforcement liability of any portion remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur In the aggregate amount of the indebtednessIndebtedness covered by this Guaranty, liabilities or obligations described and Guarantor specifically acknowledges and agrees that reductions in the foregoing clause amount of Indebtedness, even to zero dollars (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents.$0.00),

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees all of Borrower indebtedness to Lender and is used in the prompt payment in full of the Obligations (as defined below), as most comprehensive sense and when the same (including without limitation portions thereof) become due means and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at includes any time after the Effective Date and until all of Borrower’s 's liabilities, obligations under all of the Transaction Documents are paid and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Xxxxxx's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Xxxxxx of Guarantor's written revocation. For this purpose and without limitation, the term "new indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specially will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Xxxxxx's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND XXXXXXXXX'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's Indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. It Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted alter Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. Guarantor's obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of them, under any other guaranties of Borrower's Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties are modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or supersede any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees all of Borrower indebtedness to Lender and is used in the prompt payment in full of the Obligations (as defined below), as most comprehensive sense and when the same (including without limitation portions thereof) become due means and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at includes any time after the Effective Date and until all of Borrower’s 's liabilities, obligations under all of the Transaction Documents are paid and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra virex, xx otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the Purchase Agreement (including term "new indebtedness" does not include indebtedness which at the Note)time of notice of revocation is contingent, together with any modification unliquidated, undetermined or amendment not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to any bind Guarantor for all indebtedness incurred by Borrower or committed by Lender prior to receipt of the foregoing (b) all costs and expensesGuarantor's written notice of revocation, including attorneys’ feesany extensions, incurred by Lender in connection with the Note renewals, substitutions or in connection with the collection or enforcement of any portion modifications of the indebtedness. All renewals, liabilities extensions, substitutions, and modifications of the indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new indebtedness. This Guaranty shall bind Guarantor's estate as to indebtedness created both before and after Guarantor's death or obligations described incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the foregoing clause (a) same manner in which Guarantor might have terminated it and (b) with the performance same effect. Release of any other guarantor or termination of any other guaranty of the covenants and agreements indebtedness shall not affect the liability of Borrower contained in Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the Note and the other Transaction Documentsliability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS ($0.00), PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS ($0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable Individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. Guarantor's obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of them, under any other guaranties of Borrower's Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties are modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or supersede any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty Includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's Indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and any of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mall, at Xxxxxx's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Xxxxxx of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Xxxxxx's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the ability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It la anticipated that fluctuations may occur In the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Each Guarantor hereby absolutely absolutely, unconditionally and unconditionally guarantees irrevocably guarantees, jointly and severally, to the Lender the full and prompt payment in full when due, whether at maturity or earlier by reason of the Obligations (as defined below)acceleration or otherwise, as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenantsof: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase AgreementObligations, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of business, without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation each and every other sum (including amounts that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made would become due but for the timely payment and performance of each operation of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict bankruptcy laws) now or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior hereafter owing to the date hereof. For purposes of this GuarantyLender by the Borrower under the Loan Documents, “Obligations” means (a) all loans, advancesincluding but not limited to, debts, liabilities and obligationsobligations arising out of loans, credit transactions, financial accommodations, discounts, purchases of property or other transactions with the Borrower or for the Borrower’s account or out of any other transaction or event, owed to the Lender or owed to others by reason of participations granted to or interests acquired or created for or sold to them by the Lender, in each case whether now existing or hereafter arising, whether arising directly in a transaction or event involving the Lender or acquired by the Lender from another by purchase or assignment or as collateral security, whether owed by the Borrower as drawer, maker, endorser, accommodation party, guarantor, principal, surety or as a member of any partnership, syndicate, association or group or in any other capacity, whether absolute or contingent, direct or indirect, primary or secondary, sole, joint, several or joint and several, secured or unsecured, due or not due, contractual, tortious or statutory, liquidated or unliquidated, arising by agreement or imposed by law or otherwise (all of sums referred to in clauses (i) and (ii) being hereinafter collectively called the “Indebtedness”). Each Guarantor acknowledges and agrees that the Indebtedness shall include, without limitation, interest on or after the date of this Guaranty, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to any of the foregoing (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtednessIndebtedness that accrues after the commencement of any insolvency, liabilities bankruptcy, receivership, reorganization, liquidation, arrangement or obligations described in the foregoing clause other similar proceeding (a) and each, a “Proceeding”), whether voluntary or involuntary (b) the performance or if interest on any portion of the covenants and agreements Indebtedness ceases to accrue by operation of Borrower contained in law by reason of the Note and commencement of any Proceeding, such interest as would have accrued on such portion of the other Transaction DocumentsIndebtedness as if such Proceeding had not been commenced).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires or otherwise. DURATION OF GUARANTY. This Guaranty will taxx xxfect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied an all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke the Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term, "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation is contingent, unliquidated, undetermined and not due and which later becomes absolute, liquidated, determined or due. This written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a revocation of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will xxxx effect when received by Lender without the necessity of any acceptance by Lender, or ally notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The Indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or after may become barred or unenforceable against Borrower for any reason whatsoever; and whether the date Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will takx xxxect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, owed by Borrower Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, pursuant by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted - after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the Purchase Agreement foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS (including the Note$0.00), together with any modification or amendment to any of the foregoing PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely The indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will take exxxxx when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue xx xxxl force until all indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may desigxxxx xn writing. Written revocation of this Guaranty will apply only to advance or new indebtedness created after actual receipt by Lender of guarantor's written revocation. For this purpose and withoux xxxxtation, the date term "new indebtedness" does not include indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's writtxx xxxxxe of revocation, including any extensions, renewals, substitutions or modifications of the indebtedness. All renewals, extensions, substitutions, and modifications of the indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new indebtedness. This Guaranty shall bind Guarantor's estate as to indebtedness created both before and after guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Xxxxantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the indebtedness shall not affect the liability of guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed indebtedness remains unpaid and even though the indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date effectiveness of this Guaranty and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenants: (i) covenants that after the date hereof it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of business, without LenderXxxxxx’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument or guarantee to the Lender or any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of the Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, debts, liabilities and obligations, arising on or after the date of this Guaranty, whether documented or undocumented, owed by Borrower or Guarantor to Lender, pursuant to whether created by the Purchase Agreement (including the Note)Note or any other Transaction Documents or arising thereafter, together with or any modification or amendment to any of the foregoing foregoing, and (b) all costs and expenses, including reasonable attorneys’ fees, incurred by Lender Xxxxxx in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) ), and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents.

Indebtedness Guaranteed. Guarantor hereby absolutely The indebtedness guaranteed by this Guaranty includes any and unconditionally guarantees the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Moreover, at any time after the Effective Date and until all of Borrower’s obligations under 's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of the Transaction Documents are paid Borrower's liabilities, obligations and performed in fulldebts to Lender, now existing or within the timeframes otherwise specifically set forth in the Transaction Documentshereinafter incurred or created, Guarantor hereby covenants: (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower), provided that such prohibition shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of businessincluding, without Lender’s prior written consentlimitation, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, interest, costs, debts, liabilities and overdraft indebtedness, credit card indebtedness, lease obligations, arising other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION XX XUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the date term "new indebtedness" does not include indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the indebtedness. All renewals, extensions, substitutions, and modifications of the indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new indebtedness. This Guaranty shall bind Guarantor's estate as to indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from anyone or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to successors and assigns so long as any of the foregoing guaranteed indebtedness remains unpaid and even though the indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).

Indebtedness Guaranteed. The Indebtedness is guaranteed is and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor hereby absolutely or to Borrower, and unconditionally guarantees the prompt payment will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Obligations (Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as defined below)to Indebtedness created both before and after Guarantor's death or incapacity, as and when regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same (including without limitation portions thereof) become due manner in which Guarantor might have terminated it and payablewith the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Obligations may exceed the principal amount of the Note. MoreoverIndebtedness, at any time after the Effective Date and until all of Borrower’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth in the Transaction Documents, Guarantor hereby covenants: even to zero dollars (i) that it will not issue securities in any Variable Rate Transaction (as defined in the Purchase Agreement, but as applicable to Guarantor and not Borrower$0.00), provided that such prohibition prior to Guarantor's written revocation of this Guaranty shall not prohibit Guarantor from issuing securities pursuant to any Variable Rate Transactions entered into by Guarantor prior to the date hereof, or issue or guarantee any debt instrument or incur any debt other than any guarantee or debt (1) in favor of Borrower, (2) as described on Schedule 4(iii) of the Purchase Agreement, or (3) trade payables in the ordinary course of business, without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion; provided, however, that no consent is required in connection with the issuance of any debt instrument to any party that is affiliated with Lender; and (ii) Guarantor shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Guarantor: (a) from entering into constitute a Variable Rate Transaction with Lender or any affiliate of Lender, or (b) from issuing common stock, preferred stock, warrants, convertible notes, other debt securities, or any other Guarantor securities to Lender or any affiliate of Lender. Guarantor further acknowledges that the foregoing guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. The restrictions provided in this Section 1 shall not restrict or prohibit Guarantor’s performance of its obligations under any agreements or instrument in effect prior to the date hereof. For purposes termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, “Obligations” means (a) all loans, advances, debts, liabilities successors and obligations, arising on or after the date of this Guaranty, owed by Borrower to Lender, pursuant to the Purchase Agreement (including the Note), together with any modification or amendment to assigns so long as any of the foregoing guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (b) all costs and expenses, including attorneys’ fees, incurred by Lender in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and (b) the performance of the covenants and agreements of Borrower contained in the Note and the other Transaction Documents$0.00).