Common use of Primary Obligations Clause in Contracts

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorNotes. Each Guarantor agrees that it is directly, jointly and severally with any each other guarantor of the Guarantied ObligationsGuarantor, liable to Guarantied PartyBeneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantorGuarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor Borrower or another Guarantor or whether Borrower or any such other guarantor or whether Debtor or any other guarantor Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Beneficiaries of whatever remedies it they may have against Debtor Borrower or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party Beneficiaries may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party Beneficiaries to Debtor Borrower or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party Beneficiaries shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, continuing, unconditional, and continuing irrevocable guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations Loan Documents. Each person and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with any and all other guarantor guarantors of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each person or entity signing as Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed the issuance of any instrument, writing or agreement relating to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorGuaranteed Obligations. Guarantor agrees that it Guarantor is directly, jointly directly and severally with any other guarantor guarantors of the Guarantied Obligations, Guaranteed Obligations liable to Guarantied PartyAdministrative Agent and Lenders, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “Other Guarantor”) or whether Debtor Borrower or any other guarantor such Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Guarantied Party or collateral Administrative Agent may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Administrative Agent to Debtor Borrower or any other guarantor Other Guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Administrative Agent shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor Other Guarantor in favor of said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor directly liable to each Holder of the Guarantied Obligations, liable to Guarantied PartyDebt Securities of any series it guarantees, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor the Company or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor the Company or any other guarantor of such Debt Securities or whether Debtor the Company or any other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party the Trustee or the Holders of the Debt Securities of the series it guarantees of whatever remedies it they may have against Debtor the Company or any other guarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party collateral the Trustee may at any time possesspossess in respect of such Debt Securities. Each Guarantor agrees that any release which may be given by Guarantied Party the Trustee or the Holders of the series of Debt Securities it guarantees to Debtor the Company or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party the Trustee shall be under no obligation to marshal any property or assets of Debtor the Company or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Documents. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyFoothill, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Foothill of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Foothill may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Foothill to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Foothill shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) the financial condition of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor Borrower or Guarantor. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorNotes. Each Guarantor agrees that it is directly, jointly and severally with any each other guarantor of the Guarantied ObligationsGuarantor, liable to Guarantied Partythe Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor the Borrower, any other Guarantor or any other guarantorRestricted Subsidiary, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor the Borrower, another Guarantor or any other guarantor Restricted Subsidiary or whether Debtor the Borrower, any such other Guarantor or any other guarantor Restricted Subsidiary is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any Beneficiary of whatever remedies it they may have against Debtor the Borrower or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party any Beneficiary may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party the Beneficiaries to Debtor the Borrower, any other Guarantor or any other guarantor Restricted Subsidiary shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party the Beneficiaries shall be under no obligation to marshal any property or assets of Debtor the Borrower, any other Guarantor or any other guarantor Restricted Subsidiary in favor of Guarantorsuch Guarantor or any other Restricted Subsidiary, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed the issuance of any instrument, writing or agreement relating to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorGuaranteed Obligations. Guarantor agrees that it Guarantor is directly, jointly directly and severally with any other guarantor guarantors of the Guarantied Obligations, Guaranteed Obligations liable to Guarantied PartyAdministrative Agent and Lenders, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “Other Guarantor”) or whether Debtor Borrower DM3\2459884.2 or any other guarantor such Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Guarantied Party or collateral Administrative Agent may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Administrative Agent to Debtor Borrower or any other guarantor Other Guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Administrative Agent shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor Other Guarantor in favor of said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which that shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party the Lender Group of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party the Lender Group may at any time possess. Each Guarantor hereby agrees that any release which that may be given by Guarantied Party Agent on behalf of the Lender Group to Debtor Borrower or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This U.K. Guaranty is a primary and original ------------------- obligation of each U.K. Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each U.K. Guarantor hereby agrees that it is directly, jointly and severally with each other U.K. Guarantor and any other guarantor of the U.K. Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of such U.K. Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantorGuarantor, and that a separate action may be brought against each U.K. Guarantor, whether such action is brought against Debtor Borrowers or any other guarantor Guarantor or whether Debtor Borrowers or any other guarantor Guarantor is joined in such action. Each U.K. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor Borrowers or any other guarantorGuarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each U.K. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrowers or any other guarantor Guarantor shall not release such U.K. Guarantor. Each U.K. Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor Borrowers or any other guarantor Guarantor in favor of such U.K. Guarantor, or against or in payment of any or all of the U.K. Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed the Purchase Documents or with respect to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorGuaranteed Obligations. Guarantor agrees that it Guarantor is directly, jointly and severally liable, with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyBTCC, to the extent and subject to the limitations set forth in Sections 3 and 4 hereof, that the obligations of Guarantor hereunder are independent of the obligations of Debtor the Obligors or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor to enforce this Guaranty whether such an action is brought against Debtor the Obligors or any other guarantor or whether Debtor the Obligors or any such other guarantor is are joined in such action. Guarantor agrees that its that, subject to the terms and conditions of Sections 3 and 4 hereof, Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party BTCC of whatever remedies it may have against Debtor the Obligors or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party BTCC may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party BTCC to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party BTCC shall be under no obligation to marshal any property or assets of Debtor the Obligors or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possessby Lender. Guarantor hereby agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall not be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.. 

Primary Obligations. This Guaranty Guarantee is a primary and original ------------------- obligation of the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty guarantee of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed the issuance of any instrument, writing or agreement relating to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorGuaranteed Obligations. The Guarantor agrees that it he is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied Partythe Bank, that the obligations of the Guarantor hereunder are independent of the obligations of Debtor the Borrower or any other guarantor, and that a separate action may be brought against Guarantor, the Guarantor whether such action is brought against Debtor the Borrower or any other guarantor or whether Debtor the Borrower or any such other guarantor is joined in such action. The Guarantor agrees that its his liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party or collateral the Bank may at any time possess. The Guarantor agrees that any release which may be given by Guarantied Party the Bank to Debtor the Borrower or any other guarantor shall not release the Guarantor. The Guarantor consents and agrees that Guarantied Party the Bank shall be under no obligation to marshal any property or assets of Debtor the Borrower or any other guarantor in favor of the Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, Agent that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Agent of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Agent may at any time possess. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Agent shall not be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, each Guarantor and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) conditions, including any change of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorlaw. Each Guarantor agrees that it is directly, and jointly and severally with any other guarantor Guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied Partythe Guaranteed Parties, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantorGuarantor, and that a separate action may be brought against Guarantor, such Guarantor whether such action is brought against Debtor Borrower or any other guarantor Guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party the Guaranteed Parties of whatever remedies it they may have against Debtor Borrower or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party the Guaranteed Parties may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied any Guaranteed Party to Debtor Borrower or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party the Guaranteed Parties shall be under no obligation (under Sections 2899 or 3433 of the California Civil Code or otherwise) to marshal any property or assets of Debtor Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorany promissory notes. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyFoothill, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Foothill of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Foothill may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Foothill to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Foothill shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This U.S. Guaranty is a primary and original ------------------- obligation of each U.S. Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each U.S. Guarantor hereby agrees that it is directly, jointly and severally with each other U.S. Guarantor and any other guarantor Guarantor of the U.S. Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of such U.S. Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against each U.S. Guarantor, whether such action is brought against Debtor Borrowers or any other guarantor Guarantor or whether Debtor Borrowers or any other guarantor Guarantor is joined in such action. Each U.S. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor Borrowers or any other guarantorGuarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each U.S. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrowers or any other guarantor Guarantor shall not release such U.S. Guarantor. Each U.S. Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor Borrowers or any other guarantor Guarantor in favor of such U.S. Guarantor, or against or in payment of any or all of the U.S. Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorNotes. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyBeneficiaries, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Beneficiaries of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Beneficiaries may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Beneficiaries to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Beneficiaries shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance of the Guaranteed Obligations which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations Loan Documents. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected thereby, and the termination rights of Lender hereunder shall be in addition to any and all commitments of Foothill to extend Credit to Debtor or other rights that Lender may ever have against Guarantor. Guarantor agrees that it is directly, jointly and severally with any and all other guarantor guarantors of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each person signing as Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of Guarantor hereunder are independent of the obligations of Debtor any Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor or whether Debtor any Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor any Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty Agreement is a primary and original ------------------- obligation of Affiliated Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance of the Guaranteed Obligations which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Documents. Affiliated Guarantor agrees that it is directly, jointly and severally with any and all other guarantor guarantors of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of Affiliated Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each person signing as Affiliated Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Affiliated Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Affiliated Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor shall not release Affiliated Guarantor. Affiliated Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Affiliated Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrowers or any other guarantor Guarantor or whether Debtor Borrowers or any other guarantor Guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor Borrowers or any other guarantorGuarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrowers or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor Borrowers or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorSubordinated Note. Guarantor agrees that it Guarantor is directly, jointly and severally liable, with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied Party, to the extent set forth in Section 2 hereof, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Purchaser or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Purchaser or any other guarantor or whether Debtor Purchaser or any such other guarantor is joined in such action. Guarantor agrees that its Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor Purchaser or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor Purchaser or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor Purchaser or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed the issuance of any instrument, writing or agreement relating to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorGuaranteed Obligations. Guarantor agrees that it Guarantor is directly, jointly directly and severally with any other guarantor guarantors of the Guarantied Obligations, Guaranteed Obligations liable to Guarantied PartyAdministrative Agent and Lenders, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “Other Guarantor”) or whether Debtor Borrower or any other guarantor such Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Guarantied Party or collateral Administrative Agent DM3\2459885.2 may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Administrative Agent to Debtor Borrower or any other guarantor Other Guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Administrative Agent shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor Other Guarantor in favor of said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance of the Guaranteed Obligations which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Documents. Each entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with any and all other guarantor guarantors of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each entity signing as Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, unlimited and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of Lender. Guarantor hereby agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall not be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Documents. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyFoothill, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor a Borrower or any other guarantor or whether Debtor such Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Foothill of whatever remedies it may have against Debtor a Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Foothill may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Foothill to Debtor a Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Foothill shall be under no obligation to marshal any property or assets of Debtor Borrowers or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is is, subject to the Guaranty Limit, an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable unless this Guaranty has been terminated pursuant to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorSection 2. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, directly liable to Guarantied PartyTrustee, that the obligations of Guarantor hereunder are independent of the obligations of Debtor CTI or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor CTI or any other guarantor or whether Debtor CTI or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Trustee of whatever remedies it they may have against Debtor CTI or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possessby Trustee. Guarantor hereby agrees that any release which may be given by Guarantied Party Trustee to Debtor CTI or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Trustee shall not be under no any obligation to marshal any property or assets of Debtor CTI or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is is, directly, jointly and severally with each other Guarantor and any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied Partythe Administrative Agent, for the benefit of the Lender Creditors and the Hedging Creditors, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower, each other Guarantor or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrower, each other Guarantor or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any Lender Creditor or any Hedging Creditor of whatever remedies it they may have against Debtor Borrower, any other Guarantor or any other guarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessLender Creditor or any Hedging Creditor. Each Guarantor hereby agrees that any release which may be given by Guarantied Party the Administrative Agent to Debtor Borrower, any other Guarantor or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party neither any Lender Creditor nor any Hedging Creditor shall be under no any obligation to marshal any property or assets of Debtor Borrower, any other Guarantor or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Documents. Guarantor agrees that it Guarantor is directly, severally and not jointly and severally liable, with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyBank, to the extent set forth in Section 2 hereof, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Bank of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Bank may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Bank to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Bank shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyParty for the benefit of the Lender Group, that the obligations of Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party for the benefit of the Lender Group of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by the Lender Group or Guarantied Party on behalf thereof to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that the Lender Group or Guarantied Party on behalf thereof shall be under no obligation to marshal any property or assets of Debtor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyWFB, for the benefit of itself and the Bank Product Providers, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Client or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Client or any other guarantor or whether Debtor Client or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party WFB or any Bank Product Provider of whatever remedies it they may have against Debtor Client or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by WFB or any time possessBank Product Provider. Guarantor hereby agrees that any release which may be given by Guarantied Party WFB to Debtor Client or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party neither WFB nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Client or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) conditions, including any change of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorlaw. Each Guarantor agrees that it is directly, jointly and severally with any each other guarantor of the Guarantied ObligationsGuarantor, liable to Guarantied PartySecured Parties, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantorGuarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor Borrower or another Guarantor or whether Borrower or any such other guarantor or whether Debtor or any other guarantor Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Secured Parties of whatever remedies it they may have against Debtor Borrower or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party Secured Parties may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party Secured Parties to Debtor Borrower or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party Secured Parties shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party to Debtor Borrower or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor, and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent and the Holders, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor any Grantor, any other Guarantor, or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor any Grantor, any other Guarantor, or any other guarantor or whether Debtor any Grantor, any other Guarantor, or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Agent or any Holder of whatever remedies it they may have against Debtor STAC, any other Grantor, any Guarantor, or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor Agent or any other guarantor shall not release GuarantorHolder. Each Guarantor consents and agrees that Guarantied Party neither Agent nor any Holder shall be under no any obligation to marshal any property or assets of Debtor STAC, any other Grantor, any Guarantor, or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any each other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor any Borrower or any other guarantor, and that a separate action or actions may be brought against each Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor or whether Debtor any Borrower or any other guarantor is joined in such actionaction or actions. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor any Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) conditions, including any change of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorlaw. Each Guarantor agrees that it is directly, jointly and severally with any each other guarantor of the Guarantied ObligationsGuarantor, liable to Guarantied PartySecured Parties, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor the Company or any other guarantorGuarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor the Company or another Guarantor or whether the Company or any such other guarantor or whether Debtor or any other guarantor Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Secured Parties of whatever remedies it they may have against Debtor the Company or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party Secured Parties may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party Secured Parties to Debtor the Company or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party Secured Parties shall be under no obligation to marshal any property or assets of Debtor the Company or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorNotes. Each Guarantor agrees that it is directly, jointly and severally with any each other guarantor of the Guarantied ObligationsGuarantor, liable to Guarantied Partythe Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor the Borrower or any other guarantorGuarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor the Borrower or another Guarantor or whether the Borrower or any such other guarantor or whether Debtor or any other guarantor Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Beneficiaries of whatever remedies it they may have against Debtor the Borrower or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party any Beneficiary may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party the Beneficiaries to Debtor Borrower or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party the Beneficiaries shall be under no obligation to marshal any property or assets of Debtor the Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Hedge Agreement Providers, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against any Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor or whether Debtor any Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Hedge Agreement Provider of whatever remedies it they may have against Debtor any Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Hedge Agreement Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Hedge Agreement Provider shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) conditions, including any change of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorlaw. Guarantor agrees that it is directly, and jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyBank, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Bank of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Bank may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Bank to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Bank shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor Guarantor or whether Debtor any Borrower or any other guarantor Guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor any Borrower or any other guarantorGuarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor or whether Debtor any Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor any Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and notes, if any, issued in connection with the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorSecured Loan Agreement. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor any Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each Guarantor whether such action is brought against Debtor any Borrower or any other guarantor or whether Debtor any Borrower or any such other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor any Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Each Guarantor agrees that any release which that may be given by Guarantied Party Lender to Debtor any Borrower or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor any Borrower or any other guarantor in favor of any Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall shall, subject to the Guaranty Limitation, remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees (a) that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyLender, for its benefit and for the benefit of the Bank Product Providers, (b) that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and (c) that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender or any Bank Product Provider of whatever remedies it Lender or any Bank Product Provider may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by Lender or any time possessBank Product Provider. Guarantor hereby agrees that any release which may be given by Guarantied Party Lender or any Bank Product Provider to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party neither Lender nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed the Purchase Documents or with respect to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorGuaranteed Obligations. Guarantor agrees that it Guarantor is directly, jointly and severally liable, with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyBTCC, to the extent and subject to the limitations set forth in Sections 3 and 4 hereof, that the obligations of Guarantor hereunder are independent of the obligations of Debtor the Obligor or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor to enforce this Guaranty whether such an action is brought against Debtor the Obligor or any other guarantor or whether Debtor the Obligor or any such other guarantor is joined in such action. Guarantor agrees that its that, subject to the terms and conditions of Sections 3 and 4 hereof, Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party BTCC of whatever remedies it may have against Debtor the Obligor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party BTCC may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party BTCC to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party BTCC shall be under no obligation to marshal any property or assets of Debtor the Obligor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of GuarantorGuarantors, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it such Guarantor is directly, jointly and severally with each other Guarantor and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower, each other Guarantor, or any other guarantor, and that a separate action may be brought against any Guarantor, whether such action is brought against Debtor Borrower, any other Guarantor, or any other guarantor or whether Debtor Borrower, any other Guarantor, or any other guarantor is joined in such action. Each Guarantor hereby agrees that its such Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrower, any other Guarantor, or any other guarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower, any other Guarantor, or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower, any other Guarantor, or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyParty for the benefit of the Lender Group, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor or any the other guarantorDebtors, and that a separate action may be brought against any Guarantor, whether such action is brought against any other Debtor or whether any other guarantor or whether such Debtor or any other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Party, on behalf of the Lender Group, of whatever remedies it may have against another Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party on behalf of the Lender Group to another Debtor or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party the Lender Group shall be under no obligation to marshal any property or assets of another Debtor or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any each other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor or whether Debtor any Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor any Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor (including any other Guarantor) of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantorguarantor (including any other Guarantor), and that a separate action may be brought against any Guarantor, whether such action is brought against Debtor Borrower or any other guarantor (including any other Guarantor) or whether Debtor Borrower or any other guarantor (including any other Guarantor) is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor Borrower or any other guarantorguarantor (including any other Guarantor), or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent or any member of the Lender Group to Debtor Borrower or any other guarantor (including any other Guarantor), or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor (including any other Guarantor) in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. (a) This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied Partythe Agent, for the benefit of the Lender Group, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor the Borrower or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor the Borrower or any other guarantor or whether Debtor the Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor the Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Guarantied Party the Agent to Debtor the Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor the Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations. (b) Without limiting the generality of the foregoing clause (a), the obligations of each of the Guarantors hereunder shall not be released, discharged or otherwise affected by: (i) any change in the corporate, partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (ii) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, any member of the Lender Group or any other Person, whether in connection herewith or in connection with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (iii) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (iv) the failure of the Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (v) the election by, or on behalf of, any one or more members of the Lender Group, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (vi) any borrowing or grant of a security interest by the Borrower, as debtor-in- possession, under Section 364 of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (vii) the disallowance, under Section 502 of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the Lender Group for repayment of all or any part of the Guaranteed Obligations; (viii) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (ix) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, any member of the Lender Group or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 6(b), constitute a legal or equitable discharge of any Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance of the Guaranteed Obligations which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Documents. Guarantor agrees that it is directly, jointly and severally with any and all other guarantor guarantors of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each person signing as Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (of any Borrower or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or any Guarantor. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor and with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor any Borrower or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor such Borrower or any other guarantor or whether Debtor any Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor or any Borrower, any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower, any other Guarantor or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor any Borrower, any other Guarantor or any other guarantor in favor of any Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Agent of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Agent may at any time possess. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Agent shall not be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor, and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower, each other Guarantor, or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrower, any other Guarantor, or any other guarantor or whether Debtor Borrower, any other Guarantor, or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrower, any other Guarantor, or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower, any other Guarantor, or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower, any other Guarantor, or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorNotes. Each Guarantor agrees that it is directly, jointly and severally with any each other guarantor of the Guarantied ObligationsGuarantor, liable to Guarantied Partythe Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor the Company or any other guarantorGuarantor, and that a separate action may be brought against Guarantor, such Guarantor regardless of whether such action is brought against Debtor the Company or another Guarantor or whether the Company or any such other guarantor or whether Debtor or any other guarantor Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Beneficiaries of whatever remedies it they may have against Debtor the Company or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party any Beneficiary may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party the Beneficiaries to Debtor Company or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party the Beneficiaries shall be under no obligation to marshal any property or assets of Debtor the Company or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party to Debtor Borrower or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor, and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor any Borrower, each other Guarantor, or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor any Borrower, any other Guarantor, or any other guarantor or whether Debtor any Borrower, any other Guarantor, or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor any Borrower, any other Guarantor, or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor any Borrower, any other Guarantor, or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of GuarantorGuarantors, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorTerm Note. Guarantor agrees Guarantors agree that it is they are directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyBeneficiary, that the obligations of Guarantor Guarantors hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against GuarantorGuarantors, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees Guarantors agree that its their liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Beneficiary of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Beneficiary may at any time possess. Guarantor agrees Guarantors agree that any release which may be given by Guarantied Party Beneficiary to Debtor Borrower or any other guarantor shall not release GuarantorGuarantors. Guarantor consents Guarantors consent and agrees agree that Guarantied Party Beneficiary shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of GuarantorGuarantors, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and notes, if any, issued in connection with the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Agreement. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyAgent and Lenders, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor any Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each Guarantor whether such action is brought against Debtor any Borrower or any other guarantor or whether Debtor any Borrower or any such other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Agent or Lenders of whatever remedies it may have against Debtor any Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Agent or Lenders may at any time possess. Each Guarantor agrees that any release which that may be given by Guarantied Party Agent or Lenders to Debtor any Borrower or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party Agent or Lenders shall be under no obligation to marshal any property or assets of Debtor any Borrower or any other guarantor in favor of any Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any 3 112 property or assets of Debtor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of GuarantorGuarantors, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance performance, which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorNote. Guarantor agrees Guarantors agree that it is they are directly, and jointly and severally with each other and with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyBeneficiary, that the obligations of Guarantor Guarantors hereunder are independent of the obligations of Debtor T & D or any other guarantor, and that a separate action may be brought against GuarantorGuarantors, whether such action is brought against Debtor T & D or any other guarantor guarantor, or whether Debtor T & D or any such other guarantor is joined in such action. Guarantor agrees Guarantors agree that its their liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Beneficiary of whatever remedies it may have against Debtor T & D or any other guarantor, or the enforcement of any lien or lien, realization upon any security Guarantied Party security, or enforcement of any assignment of revenues that Beneficiary may at any time possess. Guarantor agrees Guarantors agree that any release which that may be given by Guarantied Party Beneficiary to Debtor T & D or any other guarantor shall not release GuarantorGuarantors. Guarantor consents Guarantors consent and agrees agree that Guarantied Party Beneficiary shall be under no obligation to marshal any property or assets of Debtor T & D or of any other guarantor in favor of GuarantorGuarantors, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is is, directly, jointly and severally with each other Guarantor and any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied Partythe Administrative Agent, for the benefit of the Lender Creditors and the Hedging Creditors, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower, each other Guarantor or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrower, each other Guarantor or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Creditors or any Hedging Creditor of whatever remedies it they may have against Debtor Borrower, any other Guarantor or any other guarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Creditors or any Hedging Creditor. Each Guarantor hereby agrees that any release which may be given by Guarantied Party the Administrative Agent to Debtor Borrower, any other Guarantor or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party neither any member of the Lender Creditors nor any Hedging Creditor shall be under no any obligation to marshal any property or assets of Debtor Borrower, any other Guarantor or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill Guarantied Party in its sole discretion and agreed to by FoothillGuarantied Party) of the Guarantied Obligations and the termination of all commitments of Foothill Guarantied Party to extend Credit to Debtor or any Guarantor. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing irrevocable guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations Loan Documents. Each person and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with any and all other guarantor guarantors of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each person or entity signing as Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and have been paid in full in cash in accordance with the termination provisions of all commitments of Foothill to extend the Credit to Debtor or GuarantorAgreement. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, if any, liable to Guarantied PartyAgent, for the benefit of the Lender Group that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor shall not release any Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing irrevocable guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and Loan Documents. Each Person (as defined in the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. Loan Agreement) executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with any and all other guarantor guarantors of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each Person signing as Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed the issuance of any instrument, writing or agreement relating to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorGuaranteed Obligations. Guarantor agrees that it Guarantor is directly, jointly directly and severally with any other guarantor guarantors of the Guarantied Obligations, Guaranteed Obligations liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Lender (each an “Other Guarantor”) or whether Debtor Borrower or any other guarantor such Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Guarantied Party or collateral Lender may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor Other Guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor Other Guarantor in favor of said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property 4 or assets of Debtor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. (a) This Guaranty is a primary and original ------------------- obligation of the Parent Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. The Parent Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied Partythe Administrative Agent, for the benefit of the Administrative Agent and the Lenders, that the its obligations of Guarantor hereunder are independent of the obligations of Debtor the Borrower or any other guarantor, and that a separate action may be brought against the Parent Guarantor, whether such action is brought against Debtor the Borrower or any other guarantor or whether Debtor the Borrower or any other guarantor is joined in such action. The Parent Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party the Administrative Agent or any Lender of whatever remedies it they may have against Debtor the Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by the Administrative Agent or any time possessLender. The Parent Guarantor hereby agrees that any release which may be given by Guarantied Party the Administrative Agent to Debtor the Borrower or any other guarantor (other than a release in connection with the payment in full of all Guaranteed Obligations) shall not release the Parent Guarantor. The Parent Guarantor consents and agrees that Guarantied Party neither the Administrative Agent nor any Lender shall be under no any obligation to marshal any property or assets of Debtor the Borrower or any other guarantor in favor of the Parent Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations. (b) Without limiting the generality of the foregoing clause (a), the obligations of the Parent Guarantor hereunder shall not be released, discharged or otherwise affected by: (i) any change in the corporate, partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (ii) the existence of any claim, set-off or other rights which the Parent Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in connection with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (iii) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement or any other Credit Document, or any provision of applicable law, decree, order or regulation purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (iv) the election by, or on behalf of, the Administrative Agent or any Lender, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (v) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (vi) the disallowance, under Section 502 of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the Administrative Agent and the Lenders for repayment of all or any part of the Guaranteed Obligations; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 6(b), constitute a legal or equitable discharge of the Parent Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty other than a payment in full of all Guaranteed Obligations (subject to Section 12 below).

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations Loan Documents. Each person and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with any and all other guarantor guarantors of the Guarantied Guaranteed Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, each person or entity signing as Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor U.K. Borrower or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor U.K. Borrower or any other guarantor Guarantor or whether Debtor U.K. Borrower or any other guarantor Guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor U.K. Borrower or any other guarantorGuarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor U.K. Borrower or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor U.K. Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrowers or any other guarantor or whether Debtor Borrowers or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrowers or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrowers or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrowers or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. (a) This Guaranty is a primary and original ------------------- obligation of the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. The Guarantor hereby agrees that it is is, directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Partythe Agent, for the benefit of the Secured Parties, that the obligations of the Guarantor hereunder are independent of the obligations of Debtor or the Borrower, any other guarantor, and that a separate action may be brought against the Guarantor, whether such action is brought against Debtor or the Borrower, any other guarantor or whether Debtor the Borrower or any other guarantor is joined in such action. . (b) The Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied any Secured Party of whatever remedies it they may have against Debtor the Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessSecured Party. The Guarantor hereby agrees that any release which may be given by Guarantied Party the Agent to Debtor the Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release the Guarantor. The Guarantor consents and agrees that Guarantied no Secured Party shall be under no any obligation to marshal any property or assets of Debtor the Borrower or any other guarantor in favor of such guarantor, or against or in payment of any or all of the Guarantied Obligations. (c) No payment or payments made by the Guarantor, any other guarantor or any other Person or received or collected by the Agent or any other Secured Party from the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guarantied Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder and the Guarantor shall, notwithstanding any such payment or payments, other than payments made by the Guarantor in respect of the Guarantied Obligations or payments received or collected from the Guarantor in respect of the Guarantied Obligations, remain liable for the unpaid or unsatisfied Guarantied Obligations hereunder until the Guarantied Obligations are paid in full and any and all commitments of the Agent and the Lenders to provide financial accommodations to the Borrower have expired or are terminated. (d) When pursuing its rights and remedies hereunder against the Guarantor, the Agent may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower, any other guarantor or any other Person or against any collateral security or guarantee for the Guarantied Obligations or any right of offset with respect thereto, and any failure by the Agent to pursue such other rights or remedies or to collect any payments from the Borrower, the Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, the Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent against the Guarantor. Without limiting the generality of the foregoing, the Guarantor further waives, to the fullest extent permitted by applicable law, any right the Guarantor may have, by statute or otherwise, to require the Agent or any other Secured Party to seek recourse first against the Guarantor or any other Person, or to realize upon any collateral for any of the Guarantied Obligations, as a condition precedent to enforcing the Guarantor’s liabilities and obligations under this Guaranty. The Guarantor consents and agrees that neither the Agent nor any other Secured Party shall be under any obligation to (i) protect, secure, perfect or insure any Lien at any time held by the Agent, for the benefit of the Secured Parties, as security for the Guarantied Obligations or for this Guaranty or any property subject thereto or (ii) marshal any property or assets of the Guarantor or any other guarantor in favor of the Guarantor, or against or in payment of any or all of the Guarantied Obligations. (e) The Guarantor agrees that it is not a surety for purposes of the New York Sureties Act or any similar statutes. The Guarantor waives any right that it may have under the New York Sureties Act or any similar statutes to assert the applicability thereof to the provisions of this Guaranty to require that the Agent commence action against the Borrower or any other Person or against any of the Collateral.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyParty for the benefit of the Lender Group, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor or any the other guarantorDebtors, and that a separate action may be brought against any Guarantor, whether such action is brought against any other Debtor or whether any other guarantor or whether such Debtor or any other guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Party, on behalf of the Lender Group, of whatever remedies it may have against another Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Guarantied Party on behalf of the Lender Group to another Debtor or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party the Lender Group shall be under no obligation to marshal any property or assets of another Debtor or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyLender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender may at any time possess. Guarantor hereby agrees that any release which may be given by Guarantied Party Lender to Debtor Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Lender shall not be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor (including each other Guarantor) of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantorguarantor (including each other Guarantor), and that a separate action may be brought against any Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrower or any other guarantorguarantor (including any other Guarantor), or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor (including any other Guarantor), or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor (including any other Guarantor) in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditionalirrevocable, unconditional and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full conditions, including any change of law or any invalidity or irregularity with respect to the Sale and final payment in cash (Assignment Agreement or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Documents. The Guarantor agrees that it the Guarantor is directly, severally and not jointly and severally liable, with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied Partythe Agent and the Lenders, that the obligations of the Guarantor hereunder are independent of the obligations of Debtor the Borrower or any other guarantor, and that a separate action may be brought against Guarantor, the Guarantor whether such action is brought against Debtor the Borrower or any other guarantor or whether Debtor the Borrower or any such other guarantor is joined in such action. The Guarantor agrees that its the Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party the Agent or the Lenders of whatever remedies it the Agent or the Lenders may have against Debtor the Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party the Agent or the Lenders may at any time possess. The Guarantor agrees that any release which may be given by Guarantied Party the Agent or the Lenders to Debtor the Borrower or any other guarantor shall not release the Guarantor. The Guarantor consents and agrees that Guarantied Party neither the Agent nor either of the Lenders shall be under no any obligation to marshal any property or assets of Debtor the Borrower or any other guarantor in favor of the Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyParty for the benefit of the Lender, that the obligations of Guarantor hereunder are independent of the obligations of Debtor or any the other guarantorDebtors, and that a separate action may be brought against any Guarantor, whether such action is brought against any other Debtor or whether any other guarantor or whether such Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Party, on behalf of the Lender, of whatever remedies it may have against another Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party on behalf of the Lender to another Debtor or any other guarantor shall not release such Guarantor. Guarantor consents and agrees that Guarantied Party the Lender shall be under no obligation to marshal any property or assets of another Debtor or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Lender Group of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Lender Group may at any time possess. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent on behalf of the Lender Group to Debtor or any other guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party Lender Group shall be under no obligation to marshal any property or assets of Debtor or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor and any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor any Borrower or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor Guarantor or whether Debtor any Borrower or any other guarantor Guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor any. Borrower or any other guarantorGuarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Subsidiary Guaranty is a primary and original ------------------- obligation of GuarantorGuarantors, is not merely the creation of a surety relationship, and is an irrevocable, absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Revolving Credit to Debtor or GuarantorNote. Guarantor agrees Guarantors agree that it is they are directly, jointly and severally with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyBeneficiary, that the obligations of Guarantor Guarantors hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against GuarantorGuarantors, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees Guarantors agree that its their liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Beneficiary of whatever remedies it may have against Debtor Borrower or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party Beneficiary may at any time possess. Guarantor agrees Guarantors agree that any release which may be given by Guarantied Party Beneficiary to Debtor Borrower or any other guarantor Guarantor shall not release GuarantorGuarantors. Guarantor consents Guarantors consent and agrees agree that Guarantied Party Beneficiary shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor Guarantor in favor of GuarantorGuarantors, or against or in payment of any or all of the Guarantied Guaranteed Obligations. Without limiting the generality of the foregoing, the liability of each Guarantor under this Subsidiary Guaranty shall be absolute, unconditional and shall not be affected or impaired by: a. any amendment or modification (whether material or otherwise) of the Guaranteed Obligations or any direction as to application of payment by the Borrower or by any other Person; b. any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other Person, as to the indebtedness of the Borrower; c. any payment on or in reduction of any such other guaranty or undertaking; d. any dissolution, termination or increase, decrease or change in personnel by the Borrower; e. the failure to give notice to any Guarantor of the occurrence of a Default or an Event of Default under the provisions of the Credit Agreement or the failure, omission or delay by Beneficiary to enforce or exercise any right or remedy under the Guaranteed Obligations; f. any taking, exchange, release or non-perfection of any security (including the Collateral), or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; g. any manner of application of any security (including the Collateral), or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any security or any other assets of the Borrower; h. the assignment of any right, title or interest of Beneficiary in the Credit Agreement or any other Loan Document to any other Person; i. any change in the corporate structure, or termination, dissolution, consolidation or merger of the Borrower or any Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of the Borrower or any Guarantor, the marshalling of the asset and liabilities of the Borrower or any Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Borrower or any Guarantor, or any of the assets of any of them; j. any payment made to Beneficiary on the Guaranteed Obligations which the Beneficiary repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; or k. any other event or circumstance (including, without limitation, any statute of limitations), whether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrower or a Guarantor, other than payment in full of the Guaranteed Obligations; it being the intent of each Guarantor that its obligations hereunder shall not be discharged except by payment in full of the Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) the issuance of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorNotes. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied ObligationsGuaranteed Obligation, liable to Guarantied PartyPBC, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party PBC of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party PBC may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party PBC to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party PBC shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash conditions. Each Guarantor hereby agrees (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothilla) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. Guarantor agrees that it is directly, jointly jointly, and severally with any other guarantor (including each other Guarantor) of the Guarantied Obligations, liable to Guarantied Partythe Secured Parties, (b) that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantorguarantor (including any other Guarantor), and (c) that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrower or any other guarantor (including any other Guarantor) or whether Debtor Borrower or any other guarantor (including any other Guarantor) is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Administrative Agent or any other Secured Party of whatever remedies it may have against Debtor Borrower or any other guarantorguarantor (including any other Guarantor), or the enforcement of any lien or realization upon any security Guarantied Party may at by Administrative Agent or any time possessother Secured Party. Each Guarantor hereby agrees that any release which may be given by Guarantied Administrative Agent or any other Secured Party to Debtor Borrower or any other guarantor (including any other Guarantor), or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied neither Administrative Agent nor any other Secured Party shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor (including any other Guarantor) in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantor, and that a separate action may be brought against any Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor or whether Debtor any Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor any Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any each other guarantor Guarantor of the Guarantied Obligations, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Debtor Borrowers or any other guarantorGuarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Debtor any Borrower or any other guarantor Guarantor or whether Debtor any Borrower or any other guarantor Guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor any Borrower or any other guarantorGuarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor any Borrower or any other guarantor Guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor any Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed the issuance of any instrument, writing or agreement relating to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorGuaranteed Obligations. Guarantor agrees that it Guarantor is directly, jointly directly and severally with any other guarantor guarantors of the Guarantied Obligations, Guaranteed Obligations liable to Guarantied PartyAdministrative Agent and Lenders, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “Other Guarantor”) or whether Debtor Borrower DM3\3777657.3 or any other guarantor such Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Guarantied Party or collateral Administrative Agent may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Administrative Agent to Debtor Borrower or any other guarantor Other Guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Administrative Agent shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor Other Guarantor in favor of said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (conditions, including any change of law or other consideration acceptable any invalidity or irregularity with respect to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or GuarantorLoan Documents. Guarantor agrees that it Guarantor is directly, severally and not jointly and severally liable, with any other guarantor of the Guarantied Guaranteed Obligations, liable to Guarantied PartyBank, to the extent set forth in Section 2 hereof, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, Guarantor whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any such other guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party Bank of whatever remedies it may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party Bank may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Bank to Debtor Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party Bank shall be under no obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations have been satisfied in full and the termination of all commitments of Foothill to extend Credit to Debtor Commitments have expired or Guarantorhave been terminated. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, if any, liable to Guarantied PartyAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group or any Bank Product Provider of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group or any Bank Product Provider. Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that Guarantied Party no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations have been paid in full in cash in accordance with the provisions of the Credit Agreement and the termination of all commitments of Foothill to extend Credit to Debtor Commitments have expired or Guarantorhave been terminated. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, if any, liable to Guarantied PartyAgent, for the benefit of the Lender Group, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor Borrower or any other guarantor, and that a separate action may be brought against each Guarantor, whether such action is brought against Debtor Borrower or any other guarantor or whether Debtor Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party any member of the Lender Group of whatever remedies it they may have against Debtor Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor Borrower or any other guarantor shall not release any Guarantor. Each Guarantor consents and agrees that Guarantied Party no member of the Lender Group shall be under no any obligation to marshal any property or assets of Debtor Borrower or any other guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Guarantor agrees agrees, subject to the provisions of Section 22 hereof, that it is directly, jointly and severally with any other ----------------- guarantor of the Guarantied Obligations, liable to Guarantied Partythe Lender Group, that the obligations of Guarantor hereunder are independent of the obligations of a Debtor or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against a Debtor or any other guarantor or whether a Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party the Lender Group of whatever remedies it may have against a Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party the Lender Group may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party Agent to a Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party the Lender Group shall be under no obligation to marshal any property or assets of a Debtor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty Guarantee is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty guarantee of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantorconditions. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied ObligationsGuaranteed Obligations (including each other Guarantor), liable to Guarantied PartyAgent, for the benefit of the Secured Parties, that the obligations of each Guarantor hereunder are independent of the obligations of Debtor the Borrower or any other guarantorGuarantor, and that a separate action may be brought against any Guarantor, whether such action is brought against Debtor the Borrower or any other guarantor Guarantor or whether Debtor the Borrower or any other guarantor Guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied any Secured Party of whatever remedies it such Secured Party may have against Debtor the Borrower or any other guarantorGuarantor, or the enforcement of any lien Lien or realization upon any security Guarantied Party may at by any time possessSecured Party. Each Guarantor hereby agrees that any release which may be given by Guarantied Party Agent to Debtor the Borrower or any other guarantor Guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Guarantied no Secured Party shall be under no any obligation to marshal any property or assets of Debtor the Borrower or any other guarantor Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.