Common use of Continuing Guaranty Clause in Contracts

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

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

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

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

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

Continuing Guaranty. This Limited Guaranty includes any may not be revoked or terminated and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing shall remain in full force and effect until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied indefeasibly paid in full. Notwithstanding the foregoing or anything express or implied in this Limited Guaranty or otherwise, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guaranty as of the earliest of: (i) the Effective Time, if the Closing occurs; (ii) the payment by the Guarantor of the Guaranteed Obligations in full (subject to the Cap); (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where the Parent Termination Fee is not payable; and (iv) in the case of a termination of the Merger Agreement for which the Parent Termination Fee is payable, the date falling 180 days after such termination (unless, in the case of clause (iv) above, the Guaranteed Party has previously made a claim under this Limited Guaranty prior to such date, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing or anything express or implied in this Limited Guaranty or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change asserts that the Guarantor is liable in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion respect of the Guaranteed Obligations in excess of or to a greater extent than the Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guaranty, the equity commitment letter entered into between the Guarantor and Holdco dated as of the date hereof (the “Equity Commitment Letter”), the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 8 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then: (i) the revocation is effective obligations of the Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and which are notbe null and void, therefore(ii) if the Guarantor has previously made any payments under or in connection with this Limited Guaranty, guaranteed hereunderit shall be entitled to recover and retain such payments, and (iii) neither the Guarantor nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the extent so applied shall not reduce Guaranteed Party or any other person in any way under or in connection with this Limited Guaranty, the maximum obligation of Guarantor hereunderMerger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Commitment Letter), or the transactions contemplated hereby or thereby.

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

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

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

Continuing Guaranty. As a primary inducement to TSYS to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TSYS, or its Third-Party Sender, under this Agreement and/or any other agreement currently in effect and/or in the future entered into between Merchant and/or its principals and TSYS, or its Third-Party Sender, as such agreements now exist and/or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TSYS, or its Third-Party Sender, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, and/or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TSYS, or its Third-Party Sender, may proceed directly against Guarantor(s) without first exhausting TSYS's remedies against the Merchant, any other person or entity responsible to TSYS, or its Third-Party Sender and/or any security held by TSYS. This Guaranty includes is a continuing guaranty and will not be discharged and/or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TSYS, or its Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement and/or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

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

Continuing Guaranty. THIS GUARANTY IS AN ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTEE. This Guaranty includes any and extends to all Guaranteed Obligations arising under successive transactions continuingcontracted or owing by Borrower to Bank now and at any time prior to Bank's return of this Guaranty to Guarantor or the termination of this Guaranty pursuant to the provisions of this paragraph, compromisingeven though from time to time and for extended periods of time there may be no debt or obligation owed to Bank by Borrower. Subject to the following provisions, extendingGuarantor shall have the right to terminate this Guaranty at any time effective ten (10) days after receipt by Bank of written notice of Guarantor's intention to terminate this Guaranty. Such termination will not affect Guarantor's obligations with respect to, increasingand this Guaranty will remain in full force and effect with respect to, modifying, releasing, or renewing all of the Guaranteed ObligationsObligations then due and owing or then contracted for or existing, changing whether or not yet due, at the interest ratetime such notice becomes effective, payment termsand all obligations described in paragraph 4.e. of this Guaranty, whether then existing or other terms arising in the future, and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply also with respect to any Guaranteed Obligations in existence on such date (includingsubsequent loans, but not limited toextensions of credit, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or and other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other sourcefinancial accommodations which, prior to the date effectiveness of such revocation shall reduce the maximum obligation notice, Bank may have committed to make to Borrower (regardless of Guarantor hereunder, and (e) whether Bank waives any payment by Borrower default or from any source other than Guarantor, subsequent condition precedent to the date making of such revocationloans, shall first be applied extensions of credit, or other financial accommodations), together with all interest thereon and all expenses, including costs of collection and attorneys' fees, with respect to that portion of the such Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderthis Guaranty.

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

Continuing Guaranty. This Guaranty includes 10.01Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Guaranteed Obligations arising under successive transactions continuing(for each Guarantor, compromisingsubject to the proviso in this sentence, extending, increasing, modifying, releasing, or renewing the its “Guaranteed Obligations, changing ”); provided that the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, liability of each Guarantor hereby waives any right individually with respect to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply limited to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date an aggregate amount equal to the extent made largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or created pursuant to a legally binding commitment any comparable provisions of Administrative Agent in existence on any applicable state law. Without limiting the date generality of such revocationthe foregoing, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are notshall include any such indebtedness, therefore, guaranteed hereunderobligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the extent so applied shall not reduce Obligations which might otherwise constitute a defense to the maximum obligation obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereunderhereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than payment in full of the Obligations).

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

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

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

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

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

Continuing Guaranty. This Limited Guaranty includes any shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under this Limited Guaranty as of the earliest of: (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where the Parent Termination Fee is not payable and there are no unpaid Expense Obligations of Parent; and (iii) the date falling six months from the date hereof (unless, in the case of clause (iii) above, the Guaranteed Party has notified the Guarantor of its intention to make a claim under this Limited Guaranty, specifying the basis for such claim, and shall have made such claim as promptly as reasonably practicable after giving such notice (but in any event within thirty (30) days thereafter), or has previously made, a claim under this Limited Guaranty prior to such date, in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or by binding arbitration pursuant to Section 14 (Arbitration) hereof. Notwithstanding the foregoing, or anything express or implied in this Limited Guaranty or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding (A) that the provisions of Section 1 hereof limiting the Guarantor’s liability to its Cap (except and only to the extent as otherwise provided in clause (c) of Section 1) and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Xxxxxxx 0, Xxxxxxx 00 (Xx Recourse), Section 11 (Governing Law), Section 15 (No Third Party Beneficiaries) or Section 17 (Miscellaneous) or the last sentence of Section 5 (No Subrogation) hereof are illegal, invalid or unenforceable in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (bB) no such revocation shall apply to any Guaranteed Obligations that the Guarantor is liable in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion respect of the Guaranteed Obligations in excess of or to a greater extent than the Cap, or (C) any theory of liability against any Recourse Party (as defined below) or any Non-Recourse Party (as defined below) with respect to this Limited Guaranty, the Equity Funding Letters, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined below) asserted by the Guaranteed Party against the Recourse Party(ies) against which such Retained Claims may be asserted in accordance with Section 10 hereof, then: (i) the revocation is effective obligations of the Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and which are notbe null and void; (ii) if the Guarantor has previously made any payments under or in connection with this Limited Guaranty, thereforeit shall be entitled to recover and retain such payments; and (iii) neither the Guarantor nor any other Recourse Parties or any Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, guaranteed hereunderwhether sounding in contract, and tort, statute or otherwise) to the extent so applied shall not reduce Guaranteed Party or any other Person in any way under or in connection with this Limited Guaranty, the maximum obligation of Guarantor hereunderMerger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Funding Letters), or the transactions contemplated hereby or thereby.

Continuing Guaranty. As a primary inducement to TransFirst to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TransFirst, or its Third-Party Sender, under this Agreement and/or any other agreement currently in effect and/or in the future entered into between Merchant and/or its principals and TransFirst, or its Third-Party Sender, as such agreements now exist and/or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TransFirst, or its Third-Party Sender, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, and/or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TransFirst, or its Third-Party Sender, may proceed directly against Guarantor(s) without first exhausting TransFirst's remedies against the Merchant, any other person or entity responsible to TransFirst, or its Third-Party Sender and/or any security held by TransFirst. This Guaranty includes is a continuing guaranty and will not be discharged and/or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TransFirst, or its Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement and/or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

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

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

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

Continuing Guaranty. As a primary inducement to TSYS to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TSYS under this Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and TSYS, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TSYS, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TSYS may proceed directly against Guarantor(s) without first exhausting TSYS's remedies against the Merchant, any other person or entity responsible to TSYS or any security held by TSYS. This Guaranty includes is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TSYS. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

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

Continuing Guaranty. This Guaranty includes any and all (a) WII guarantees that the Guaranteed Obligations arising under successive transactions continuingshall be paid strictly in accordance with the terms of this Agreement and the other Loan Documents; provided that if payment in respect of any Guaranteed Obligations shall be due in a currency other than Dollars and if, compromisingby reason of any legal prohibition, extendingdisruption of currency or foreign exchange markets, increasingwar or civil disturbance or other event, modifyingpayment of such Guaranteed Obligations in such currency shall be impossible or, releasingin the reasonable judgment of the Administrative Agent or any Lender, not consistent with the protection of its rights or renewing interests, then, at the election of the Administrative Agent or such Lender, WII shall make payment of the Dollar Equivalent of such Guaranteed Obligations and shall indemnify the Administrative Agent or such Lender against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. WII agrees that, to the maximum extent permitted by applicable law, the Guaranteed ObligationsObligations and Loan Documents to which any Borrower is a party may be extended or renewed, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by WII, and that WII shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans to the Borrowers. The obligations of WII under this Guaranty are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrowers under this Agreement or any other Loan Document or any substitution, release or exchange of any other guarantee of or security for the Obligations. To the maximum extent permitted by applicable law, Guarantor hereby waives except as otherwise expressly provided in this Agreement or any right other Loan Document to revoke which WII is a party, the obligations of WII under this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agentabsolute, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms unconditional and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderirrevocable, and (e) shall be performed strictly in accordance with the terms hereof under any payment by Borrower or from any source other than Guarantorcircumstances whatsoever, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.including:

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

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

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

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

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

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

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

Continuing Guaranty. As a primary inducement to TransFirst to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TransFirst under this Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and TransFirst, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TransFirst, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TransFirst may proceed directly against Guarantor(s) without first exhausting TransFirst's remedies against the Merchant, any other person or entity responsible to TransFirst or any security held by TransFirst. This Guaranty includes is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TransFirst. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

Continuing Guaranty. This Guaranty includes any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing is a continuing guaranty of the Guaranteed Obligations, changing Obligation and shall remain in full force and effect until the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right earlier to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that occur of: (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, the payment in full of the Guaranteed Obligation; (b) no such revocation shall apply to any Guaranteed Obligations the termination of the Merger Agreement in existence on such date (includingaccordance with its terms, but not limited to, any subsequent continuation, extension, only if Parent and Merger have no liability or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date financial obligation to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of Company that survives such revocationtermination (or, (d) no payment by Guarantorif it does, Borrowerthis Limited Guaranty shall terminate twelve months following such termination, or from any other source, unless prior to the date of that is twelve months after such revocation shall reduce termination a legal action for the maximum obligation of Guarantor hereunder, and (e) any Guarantors’ payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations Obligation is brought pursuant to and in accordance with this Limited Guaranty, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such claim in a final judicial determination or by written agreement of the Company and the Guarantors and the satisfaction in full by the Guarantors of the amount of the Guaranteed Obligation finally determined or agreed to be owed by the Guarantors with respect to such claim); or (c) consummation of the Closing. Upon the termination of this Limited Guaranty pursuant to the immediately preceding sentence, this Limited Guaranty shall automatically become void and no Guarantor shall thereafter have any liability whatsoever arising hereunder. Each Guarantor understands and agrees that, subject to the immediately preceding two sentences, this Limited Guaranty shall be construed as to which the revocation is effective and which are notan absolute, thereforeirrevocable, guaranteed hereunderunconditional, and continuing guaranty of payment and shall be enforceable by the Company and its successors, transferees, and assigns, subject to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderterms set forth herein.

Continuing Guaranty. This Guaranty includes any As a key inducement for Processor and Bank to enter into this Agreement, the Guarantor(s) agree to be bound by all Guaranteed Obligations arising under successive transactions continuingthe terms and provisions of this Agreement the same as Merchant. Guarantor understands that this Agreement may be renewed, compromising, extending, increasing, modifying, releasingextended, or renewing modified from time to time (including with regard to fees and to Merchant’s payment obligations) without notice to Guarantor, even if the Guaranteed Obligationsmodifications and/or extensions increase Guarantor(s)’ obligations hereunder. Guarantor(s), changing individually and severally, also unconditionally and personally guarantee the interest rateMerchant’s full performance of its obligations under this Agreement. Guarantor(s) understand and agree that the Processor or Bank may proceed directly against Guarantor(s) without first exhausting remedies available against Merchant. Moreover, payment termsin the event Guarantor(s) is or are natural person(s), this guaranty is continuing and shall survive the death of Guarantor(s) and be binding on Guarantor(s)’ heirs and estate, without any diminution of the rights of Processor or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in partBank with respect to the guaranty. To the maximum fullest extent permitted by law, Guarantor(s) waive all rights and defenses available to Guarantor(s) respecting the Bank or Processor’s enforcement of this guaranty. Without limiting any of the foregoing, each Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that his or her liability under this guaranty will not be limited or canceled because: (ai) no such revocation shall the Agreement cannot be effective until written notice thereof has been received by Administrative Agent, enforced against the Merchant; (bii) no such revocation shall apply either Processor or Bank makes or agrees to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, changes or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date modifications to the extent made Agreement; (iii) Processor or created pursuant to a legally binding commitment of Administrative Agent in existence on Bank releases any other Guarantor or the date of such revocation, (d) no payment by Guarantor, Borrower, or Merchant from any obligation under the Agreement; (iv) a law regulation or order of any public authority affects the rights of either Processor or Bank under the Agreement; or (v) anything else happens that may affect the rights of either Processor or Bank against the Merchant or any other sourceGuarantor. Each Guarantor further agrees that: (vi) Processor and Bank each may delay enforcing any of its rights under this guaranty without losing such rights; (vii) Processor and Bank each can demand payment from such Guarantor without first seeking payment from the Merchant or any other Guarantor; and (viii) such Guarantor will pay all court costs, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderattorney’s fees, and (e) collection costs incurred by either Processor or Bank in connection with the enforcement of any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion terms of the Guaranteed Obligations as to which the revocation Agreement or this guaranty, whether or not there is effective and which are not, therefore, guaranteed hereundera lawsuit, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereundersuch additional fees and costs as may be directed by a court.

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

Continuing Guaranty. This Limited Guaranty includes any may not be revoked or terminated and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing shall remain in full force and effect until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied indefeasibly paid in full. Notwithstanding the foregoing or anything express or implied in this Limited Guaranty or otherwise, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guaranty as of the earliest of: (i) the Effective Time, if the Closing occurs; (ii) the payment by the Guarantor of the Guaranteed Obligations in full (subject to the Cap); (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where the Parent Termination Fee is not payable; and (iv) in the case of a termination of the Merger Agreement for which the Parent Termination Fee is payable, the date falling 180 days after such termination (unless, in the case of clause (iv) above, the Guaranteed Party has previously made a claim under this Limited Guaranty prior to such date, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing or anything express or implied in this Limited Guaranty or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change asserts that the Guarantor is liable in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion respect of the Guaranteed Obligations in excess of or to a greater extent than the Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guaranty, the equity commitment letter entered into between the Guarantor and Holdco dated as of the date hereof (the “Equity Commitment Letter”), the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 8 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then: (i) the revocation is effective obligations of the Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and which are notbe null and void, therefore(ii) if the Guarantor has previously made any payments under or in connection with this Limited Guaranty, guaranteed hereunderhe shall be entitled to recover and retain such payments, and (iii) neither the Guarantor nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the extent so applied shall not reduce Guaranteed Party or any other person in any way under or in connection with this Limited Guaranty, the maximum obligation of Guarantor hereunderMerger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Commitment Letter), or the transactions contemplated hereby or thereby.

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

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

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

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

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

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

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

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

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

Continuing Guaranty. This Guaranty includes The Company hereby absolutely and unconditionally guarantees, as a guaranty of payment and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Guaranteed of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the Credit Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Credit Parties in connection with the collection or enforcement thereof, the “Guarantee Obligations”). The Administrative Agent’s books and records showing the amount of the Guarantee Obligations arising under successive transactions continuingshall be admissible in evidence in any action or proceeding, compromisingand shall be binding upon the Company, extendingand conclusive for the purpose of establishing the amount of the Guarantee Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, increasingvalidity, modifying, releasingregularity or enforceability of the Guarantee Obligations or any instrument or agreement evidencing any Guarantee Obligations, or renewing by the Guaranteed Obligationsexistence, changing the interest ratevalidity, payment termsenforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantee Obligations which might otherwise constitute a defense to the obligations of the Company under this Guaranty (other terms than full payment and conditions thereofperformance), or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To and the maximum extent permitted by law, Guarantor Company hereby irrevocably waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply defenses it may now have or hereafter acquire in any way relating to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion all of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.foregoing. CHAR1\1461746v12

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

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

Continuing Guaranty. This Guaranty includes Agreement is an absolute, unconditional and continuing guaranty of payment and performance of the Guaranteed Obligations and shall continue to be in force and be binding upon each Guarantor until the Guaranteed Obligations have been paid and performed in full. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Obligations under and in respect of the Notes and the Loan Agreement. No notice of the Guaranteed Obligations to which this Agreement may apply, or of any renewal or extension thereof, need be given to Guarantors, and none of the foregoing acts shall release Guarantors from liability hereunder. Each Guarantor hereby expressly waives (a) demand of payment or performance, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of the Guaranteed Obligations; (b) notice of acceptance of this Agreement and notice of any liability to which it may apply; (c) all other notices and demands of any kind and description relating to the Guaranteed Obligations arising now or hereafter provided for by any statute, law, rule or regulation; and (d) any right Guarantor may have, whether under successive transactions continuingTxxxx 00, compromisingXxxx. Xxxx. §000, extendingTitle 15, increasingOkla. Stat. Sections 334, modifying337, releasing338, 341 and 344, or renewing otherwise, to set-off of any other collateral or security given to secure the Guaranteed Obligations, changing against the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied or receive or assert the reduction of Guarantor's obligations in whole the same measure or in partamount afforded to Borrowers, as principal or otherwise. To the maximum extent permitted by law, Each Guarantor hereby waives any right acknowledges that Lender may obtain other guaranties to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, secure payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunderObligations, and to the extent so applied each Guarantor expressly agrees that Guarantor’s liability hereunder shall not reduce in any way be affected or impaired by the maximum obligation existence of Guarantor hereundersuch other guaranties and that Guarantor’s liability hereunder will be joint and several with all other Co-Obligors.

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

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

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

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

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

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

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

Continuing Guaranty. This Guaranty includes any and all (a) WIL-Switzerland guarantees that the Guaranteed Obligations arising under successive transactions continuingshall be paid strictly in accordance with the terms of the Credit Agreement and the other Loan Documents; provided that if payment in respect of any Guaranteed Obligations shall be due in a currency other than Dollars and if, compromisingby reason of any legal prohibition, extendingdisruption of currency or foreign exchange markets, increasingwar or civil disturbance or other event, modifyingpayment of such Guaranteed Obligations in such currency shall be impossible or, releasingin the reasonable judgment of the Administrative Agent, the Issuing Bank or renewing any Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, the Issuing Bank or such Lender, WIL-Switzerland shall make payment of the Dollar Equivalent of such Guaranteed Obligations and shall indemnify the Administrative Agent, the Issuing Bank or such Lender against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. WIL-Switzerland agrees that, to the maximum extent permitted by applicable law, the Guaranteed ObligationsObligations and Loan Documents to which any Borrower is a party may be extended or renewed, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by WIL-Switzerland, and that WIL-Switzerland shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans to the Borrowers. The obligations of WIL-Switzerland under this Guaranty are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrowers under the Credit Agreement or any other Loan Document or any substitution, release or exchange of any other guarantee of or security for the Obligations. To the maximum extent permitted by applicable law, Guarantor hereby waives except as otherwise expressly provided in the Credit Agreement or any right other Loan Document to revoke which WIL-Switzerland is a party, the obligations of WIL-Switzerland under this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agentabsolute, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms unconditional and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderirrevocable, and (e) shall be performed strictly in accordance with the terms hereof under any payment by Borrower or from any source other than Guarantorcircumstances whatsoever, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.including:

Continuing Guaranty. This Subject to the terms of Section 22 hereof, until all obligations of the Borrower to the Agent and the Lenders under the Loan Documents are fulfilled to the satisfaction of the Agent and the Lenders and each and every of the terms, covenants and conditions of this Guaranty includes are fully performed and the Loan are fully repaid, no Guarantor shall be released by any act or thing which might, but for this provision, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Agent or any Lender or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of the Guarantor or by reason of any further dealings between the Borrower and the Agent or any of the Lenders, whether relating to the Loan or otherwise, and the Guarantor hereby expressly waives and surrenders any defenses to its liability hereunder based upon any of the foregoing acts, omissions, things or agreements or waivers of the Agent or any of the Lenders; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder are absolute and unconditional under any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing circumstances. The Guarantor has also executed the Guaranteed Obligations, changing Payment Guaranty and the interest rate, payment terms, or other terms Operating Deficit Guaranty in favor of the Agent and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges Lenders and agrees that (a) no such revocation payment or performance by the Guarantor of its obligations under this Guaranty shall be effective until written notice thereof has been received by Administrative Agentnot decrease the Guarantor's liability under the Payment Guaranty or the Operating Deficit Guaranty, and (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, payment or renewal thereof, performance by the Guarantor under the Payment Guaranty or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied Operating Deficit Guaranty shall not reduce decrease or diminish the maximum obligation of Guarantor hereunderGuarantor's liability under this Guaranty.

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

Continuing Guaranty. This Guaranty includes any OCI and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the OTI shall each be liable for its Guaranteed Obligations, changing plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations may be created and continued in any amount without affecting or impairing the interest rate, payment termsliability of OCI or OTI therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by KTI, or other terms any renewal or extension of any thereof need be given to OCI or OTI and conditions thereof, none of the foregoing acts shall release OCI or creating new OTI from liability hereunder. The agreement of OCI or additional OTI pursuant to the Credit Agreement with respect to its Guaranteed Obligations after prior is an absolute, unconditional and continuing guaranty of payment of such Guaranteed Obligations have been satisfied and shall continue to be in whole force and be binding upon OCI or OTI until such Guaranteed Obligations are paid in partfull and the Credit Agreement is terminated, and KTI may continue, at any time and without notice to such Borrower, to extend credit or other financial accommodations and loan monies to or for the benefit of the other on the faith thereof. To Each of OCI and OTI hereby waives, to the maximum fullest extent permitted by law, Guarantor hereby waives any right they may have to revoke this Guaranty as or terminate its guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and the Credit Agreement is terminated. In the event either OCI or OTI shall have any right under applicable law to future Liabilities. If otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such termination or revocation shall not be effective until written notice thereof has been of such termination or revocation, signed by person, is actually received by Administrative Agent, (b) no KTI's officer responsible for such matters. Any notice of termination or revocation described above shall apply to any not affect OCI's or OTI's guaranty of the Guaranteed Obligations in existence on relation to (i) any of the Guaranteed Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after receipt thereof, if such date (Guaranteed Obligations were incurred through loans by KTI , and/or for the purpose of protecting any collateral, including, but not limited tolimited, any subsequent continuationto all protective advances, extensioncosts, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or renewal thereofincurred by KTI in connection with the Guaranteed Obligations. If, in reliance on either OCI or change in the interest rateOTI's guaranty of its 11 Guaranteed Obligations, payment terms, KTI makes loans or other terms and conditions thereof), (c) no such revocation shall apply advances to any Guaranteed Obligations made or created for the benefit of the other or takes other action under this Agreement after such date to aforesaid termination or revocation by the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, undersigned but prior to the date receipt by KTI of said written notice as set forth above, the rights of KTI shall be the same as if such termination or revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall had not reduce the maximum obligation of Guarantor hereunderoccurred.

Continuing Guaranty. This Guaranty includes shall be continuing and shall be binding upon Guarantor regardless of how long before or after the date hereof any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, Obligation was or renewing the Guaranteed Obligations, changing the interest rate, payment terms, is incurred. Credit may be granted or continued from time to time by Clearwire to [HOLDCO/NEWCO] without notice to or authorization from Guarantor regardless of [HOLDCO/NEWCO]'s then-existing financial or other terms and conditions thereofcondition. Notwithstanding the foregoing, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by lawhowever, Guarantor hereby waives any right may limit its obligations hereunder by delivery of written notice to revoke this Guaranty as such effect to future LiabilitiesClearwire. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that Such notice will limit Guarantor's obligations hereunder to (a) no Obligations incurred by [HOLDCO/NEWCO], or arising out of acts or omissions of [HOLDCO/NEWCO] occurring, on or prior to a date five (5) business days after such revocation shall be effective until written notice thereof has been is received by Administrative Agent, Clearwire; (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (includingextensions, but not limited to, any subsequent continuation, extensionrenewals, or renewal thereof, or change in the interest rate, payment terms, or other terms modifications of such Obligations; and conditions thereof), (c) no any additional fees and expenses incurred by Clearwire (including attorneys' fees and costs) in seeking to enforce or collect such revocation Obligations. Guarantor agrees that this Guaranty shall apply continue to be effective or shall be reinstated as the case may be if at any Guaranteed time any payment to Clearwire of any of the Obligations made is rescinded or created after must be restored or returned by Clearwire upon the insolvency, bankruptcy or reorganization of [HOLDCO/NEWCO] all as though such date to payment had not been made. In the extent made event this Guaranty is preceded or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment followed by Guarantor, Borrower, or from any other sourceagreement of suretyship or guaranty by Guarantor or others, prior all shall be deemed to be cumulative, and the date of such revocation shall reduce the maximum obligation obligations of Guarantor hereunder, and (e) hereunder shall be in addition to those stated in any payment by Borrower other suretyship or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderguaranty agreement.

Continuing Guaranty. This Guaranty includes Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all the Obligations payable under this Limited Guarantee have been paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of: (a) full funding of the aggregate Merger Consideration (as defined in the Merger Agreement); (b) a consummation of the Closing in accordance with the terms of the Merger Agreement; (c) the full payment and performance of the Obligations; and (d) the 60th day after any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing valid termination of the Merger Agreement in accordance with its terms unless prior thereto the Guaranteed ObligationsParty shall have in good faith delivered a written notice to the Guarantor that the Parent Termination Fee is due, changing in which case the interest rateGuarantor shall have no further obligations under this Limited Guarantee from and after the earliest to occur of (i) any events described in clauses (a)-(c) above, payment terms(ii) a final, non-appealable order of a court of competent jurisdiction in accordance with Section 10 hereof determining that the Guarantor does not owe any amount under this Limited Guarantee and (iii) a written agreement among the Guarantor and the Guaranteed Party terminating the obligations of the Guarantor under this Limited Guarantee; provided, that, the Guarantor shall not be required to pay any claim not submitted on or before the termination of this Limited Guarantee. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled or controlling Affiliates or its respective successors and assigns asserts in any litigation or other terms and conditions thereofproceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or that any other provisions of this Limited Guarantee are illegal, invalid or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied unenforceable in whole or in part. To , or asserting any theory of liability against the maximum extent permitted by lawGuarantor or any Affiliates of the Guarantor other than the Retained Claims then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (ii) if the Guarantor hereby waives has previously made any right to revoke payments under this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiverLimited Guarantee, Guarantor acknowledges and agrees that (a) no such revocation it shall be effective until written notice thereof has been received by Administrative Agent, (b) no entitled to recover such revocation shall apply to any payments from the Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderParty, and (eiii) neither the Guarantor nor any payment by Borrower or from Non-Recourse Parties (as defined below) shall have any source other than Guarantor, subsequent liability to the date Guaranteed Party or any of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and its Affiliates with respect to the extent so applied shall not reduce Merger Agreement, the maximum obligation of Guarantor hereunderEquity Commitment Letter, any other documents executed in connection with the Merger Agreement, the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guaranty. This Guaranty includes any is an absolute, unconditional, complete and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing continuing guaranty of payment and performance of the Guaranteed Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. To No notice of the maximum extent permitted by lawObligations to which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Administrative Agentof dishonor, nonpayment or 1 nonperformance on any and all forms of the Obligations; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed Obligations made or created after such date kind and description relating to the extent made Obligations now or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocationhereafter provided for by any agreement, statute, law, rule or regulation; and (d) no any and all defenses of the Borrowers pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment by Guarantorand performance of the Obligations, Borrowerit being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or from security agreement securing all or any part of the Obligations, whether or not the liability of either of the Borrowers or any other sourcePerson for such deficiency is discharged pursuant to statute, prior judicial decision or otherwise. The acceptance of this Guaranty by the Bank is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrowers to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderBank.

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

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

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

Continuing Guaranty. This Guaranty includes any is a continuing guaranty of the Guarantied Obligations and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing shall remain in full force and effect until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right earlier to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that occur of (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agentthe payment in full of the Guarantied Obligations, (b) no the date that is one year from the date of termination of the Merger Agreement (unless the Company has made a claim under this Limited Guaranty prior to such revocation date, in which case the relevant date shall apply to any be the date that such claim is finally settled or otherwise resolved either in a final judicial determination or by agreement of the Company and the Guarantor (or its permitted assignee) and the Guaranteed Obligations finally determined or agreed to be owed by the Guarantor are satisfied in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms full) and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such consummation of the Closing. Upon the date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on that is one year from the date of such revocation, termination of the Merger Agreement (d) no payment by Guarantor, Borrower, or from any other source, unless the Company has made a claim under this Limited Guaranty prior to such date, in which case the relevant date shall be the date that such claim is finally settled or otherwise resolved either in a final judicial determination or by agreement of such revocation shall reduce the maximum obligation of Company and the Guarantor hereunder, (or its permitted assignee) and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as finally determined or agreed to which be owed by the revocation is effective Guarantor are satisfied in full), or upon consummation of the Closing, this Limited Guaranty shall automatically become void and which are notneither Guarantor shall thereafter have any liability whatsoever arising hereunder. Each Guarantor understands and agrees that, therefore, guaranteed hereunder, and subject to the extent so applied immediately preceding two sentences, this Limited Guaranty shall not reduce be construed as an irrevocable and continuing guaranty of payment and shall be enforceable by the maximum obligation of Guarantor hereunderCompany and its successors, transferees and assigns, subject to the terms set forth herein.

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

Continuing Guaranty. This Guaranty includes any For valuable consideration, Guarantor absolutely and all Guaranteed Obligations arising under successive transactions continuingunconditionally guarantees and promises to pay to Bank or its order, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing indebtedness of Borrower to Bank on the interest rate, payment terms, or other terms and conditions thereofset forth in the Agreement. IF MORE THAN ONE GUARANTOR EXECUTES THE AGREEMENT, THE LIABILITY OF EACH AND EVERY GUARANTOR (COLLECTIVELY REFERRED TO HEREIN AS "GUARANTOR") SHALL BE JOINT AND SEVERAL. The maximum liability of each Guarantor under this Agreement shall not exceed the sum of the principal amount set forth in the Confirmation Letter for such Guarantor, plus all interest thereon, plus all of Bank's costs, expenses, and attorney's fees incurred in connection with or relating to the collection of the Indebtedness, the collection and sale of any collateral for the Indebtedness or this Agreement, and the enforcement of this Agreement. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Bank either in the aggregate or at any one time. If Bank presently holds one or more guaranties, or creating new hereafter receives additional guaranties from Guarantor, the rights of Bank under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied invalidate any such other guaranties. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in whole force. Guarantor intends to guaranty at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness within the limits (if any) of the Guaranty set forth in partthis Agreement. To Accordingly, no payments made upon the maximum extent permitted by law, Indebtedness will discharge or diminish the continuing liability of Guarantor hereby waives in connection with any right to revoke remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. Any married person who signs this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and hereby expressly agrees that (a) no such revocation shall recourse may be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, had against both his or renewal thereof, or change in the interest rate, payment terms, or other terms her separate property and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereundercommunity property.

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

Continuing Guaranty. This Subject to the terms of Section 20 hereof, until all obligations of the Borrower to the Agent and the Lenders under the Loan Documents are fulfilled to the satisfaction of the Agent and the Lenders and each and every of the terms, covenants and conditions of this Guaranty includes are fully performed and the Loan is fully repaid, the Guarantor shall not be released by any act or thing which might, but for this provision, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Agent or any Lender or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of the Guarantor or by reason of any further dealings between the Borrower and the Agent or any of the Lenders, whether relating to the Loan or otherwise, and the Guarantor hereby expressly waives and surrenders any defenses to its liability hereunder based upon any of the foregoing acts, omissions, things or agreements or waivers of the Agent or any of the Lenders; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder are absolute and unconditional under any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing circumstances. The Guarantor has also executed the Guaranteed Obligations, changing Completion Guaranty and the interest rate, payment terms, or other terms Operating Deficit Guaranty in favor of the Agent and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges Lenders and agrees that (a) no such revocation payment or performance by the Guarantor of its obligations under this Guaranty shall be effective until written notice thereof has been received by Administrative Agentnot decrease the Guarantor's liability under the Completion Guaranty or the Operating Deficit Guaranty, and (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, payment or renewal thereof, performance by the Guarantor under the Completion Guaranty or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied Operating Deficit Guaranty shall not reduce decrease or diminish the maximum obligation of Guarantor hereunderGuarantor's liability under this Guaranty.

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

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

Continuing Guaranty. THIS GUARANTY IS AN ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTEE. This Guaranty includes any and extends to all Guaranteed Obligations arising under successive transactions continuingcontracted or owing by Borrower to Bank now and at any time prior to Bank's return of this Guaranty to Guarantor or the termination of this Guaranty pursuant to the provisions of this paragraph, compromisingeven though from time to time and for extended periods of time there may be no debt or obligation owed to Bank by Borrower. Subject to the following provisions, extendingGuarantor shall have the right to terminate this Guaranty at any time effective ten (10) days after receipt by Bank of written notice of Guarantor's intention to terminate this Guaranty. Such termination will not affect Guarantor's obligations with respect to, increasingand this Guaranty will remain in full force and effect with respect to, modifying, releasing, or renewing all of the Guaranteed ObligationsObligations then due and owing or then contracted for or existing, changing whether or not yet due, at the interest ratetime such notice becomes effective, payment termsand all obligations described in paragraph 4.e. of this Guaranty, whether then existing or other terms arising in the future, and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply also with respect to any Guaranteed Obligations in existence on such date (includingsubsequent loans, but not limited toextensions of credit, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or and other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other sourcefinancial accommodations which, prior to the date effectiveness of such revocation shall reduce the maximum obligation notice, Bank may have committed to make to Borrower (regardless of Guarantor hereunder, and (e) whether Bank waives any payment by Borrower default or from any source other than Guarantor, subsequent condition precedent to the date making of such revocationloans, shall first be applied extensions of credit, or other financial 2 accommodations), together with all interest thereon and all expenses, including costs of collection and attorneys' fees, with respect to that portion of the such Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderthis Guaranty.

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

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

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

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

Continuing Guaranty. This Guaranty includes any is a continuing guaranty of the Guarantied Obligations and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing shall remain in full force and effect until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right earlier to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that occur of (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, the payment in full of the Guarantied Obligations; (b) no such revocation shall apply to any Guaranteed Obligations the termination of the Agreement in existence on such date (includingaccordance with its terms, but not limited to, any subsequent continuation, extension, only if Parent has no liability or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date financial obligation to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of Company that survives such revocationtermination (or, (d) no payment by Guarantorif it does, Borrowerthis Limited Guaranty shall terminate 12 months following such termination, or from any other source, unless prior to the date that is 12 months after such termination a legal action for the Guarantors’ payment of the Guarantied Obligations is brought pursuant to and in accordance with this Limited Guaranty, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such revocation shall reduce claim in a final judicial determination or by written agreement of the maximum obligation Company and the Guarantors and the satisfaction in full by the Guarantors of Guarantor hereunder, and the amount of the Guarantied Obligations finally determined or agreed to be owed by the Guarantors with respect to such claim); or (ec) any payment by Borrower or from any source other than Guarantor, subsequent consummation of the Closing. Upon the termination of this Limited Guaranty pursuant to the date of such revocationimmediately preceding sentence, this Limited Guaranty shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective automatically become void and which are notno Guarantor shall thereafter have any liability whatsoever arising hereunder. Each Guarantor understands and agrees that, therefore, guaranteed hereunder, and subject to the extent so applied immediately preceding two sentences, this Limited Guaranty shall not reduce be construed as an absolute, irrevocable, unconditional and continuing guaranty of payment and shall be enforceable by the maximum obligation of Guarantor hereunderCompany and its successors, transferees and assigns, subject to the terms set forth herein.

Continuing Guaranty. This Guaranty includes Guarantor hereby unconditionally guarantees and promises to pay on demand to Silicon, in lawful money of the United States, all Indebtedness of Borrower now or hereafter owing to Silicon. As used herein, the term Indebtedness is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all Guaranteed Obligations arising under successive transactions continuingdebts, compromisingduties, extendingobligations, increasingliabilities, modifyingrepresentations, releasingwarranties and guaranties of Borrower or any one or more of them, heretofore, now, or renewing the Guaranteed Obligationshereafter made, changing the interest rate, payment termsincurred, or created, whether voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated, certain or uncertain, determined or undetermined, monetary or nonmonetary, written or oral, and whether Borrower may be liable individually or jointly with others, and regardless of whether recovery thereon may be or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other terms and conditions thereofproceeding, or creating otherwise unenforceable; and (b) any and all amendments, modifications, renewals and extensions of any or all of the foregoing, including without limitation amendments, modifications, renewals and extensions which are evidenced by any new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied instrument, document or agreement; and (c) any and all reasonable attorneys' fees, court costs, and collection charges incurred in whole endeavoring to collect or in part. To the maximum extent permitted by law, Guarantor hereby waives enforce any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding of the foregoing waiveragainst Borrower, Guarantor, or any other person liable thereon (whether or not suit be brought) and any other reasonable expenses of, for or incidental to collection thereof. This Guaranty is given in consideration for credit and other financial accommodations which may, from time to time, be given by Silicon to Borrower in Silicon's sole discretion, but Guarantor acknowledges and agrees that (a) no acceptance by Silicon of this Guaranty shall not constitute a commitment of any kind by Silicon to extend such revocation credit or other financial accommodation to Borrower or to permit Borrower to incur Indebtedness to Silicon. All sums due under this Guaranty shall be effective bear interest from the date due until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply the date paid at the highest rate charged with respect to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderIndebtedness.

Continuing Guaranty. As a primary inducement to TransFirst to enter into this Agreement, and to approve the Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to TransFirst under this Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Tra nsFirst, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that TransFirst, without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that TransFirst may proceed directly against Guarantor(s) without first exhausting TransFirst's remedies against the Merchant, any other person or entity responsible to TransFirst or any security held by TransFirst. This Guaranty includes is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of TransFirst. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right d efenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

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

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

Continuing Guaranty. This Guaranty includes any Unless terminated pursuant to this Section 8, this Limited Guarantee may not be revoked or terminated and all Guaranteed Obligations arising under successive transactions continuingshall remain in full force and effect and shall be binding on each Guarantor, compromising, extending, increasing, modifying, releasing, or renewing its successors and assigns until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been indefeasibly paid, observed, performed and satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and no Guarantor shall have any further obligations under this Limited Guarantee as of the earliest of (a) the Effective Time, (b) the valid termination of the Merger Agreement in circumstances in which Parent would not be obligated to pay the Parent Termination Fee and (c) three months from the date of the valid termination of the Merger Agreement in circumstances where the Parent Termination Fee would be payable if the Guaranteed Parties have not made a claim in writing for payment of any Guaranteed Obligation to Parent or the Guarantors prior to such date. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Controlled Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee that the provisions of Section 1 hereof limiting the aggregate liability of the Guarantors pursuant to this Limited Guarantee to the amount of the Guaranteed Obligations or that any provisions of this Section 8 or of Section 9 are illegal, invalid or unenforceable in whole or in part. To , or, except with respect to (i) the maximum extent permitted by law, Guarantor hereby waives any Company’s right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding be paid the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations Parent Termination Fee in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in accordance with the interest rate, payment terms, or other terms and conditions thereofset forth in Section 9.4(d) of the Merger Agreement or (ii) the Company’s right to seek specific performance in accordance with the terms and conditions set forth in Section 10.16 of the Merger Agreement, asserts any theory of liability against the Guarantors, any Guarantor Affiliate or any Parent Affiliate with respect to the Merger Agreement, the Equity Commitment Letter or the transactions contemplated by the Merger Agreement other than liability for their own fraud or of Guarantors under this Limited Guarantee (as limited by the provisions hereof, including Section 1), then (cA) no such revocation the obligations of Guarantors under this Limited Guarantee shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocationterminate ab initio and shall thereupon be null and void, (dB) no payment if the Guarantors have previously made any payments under this Limited Guarantee, they shall be entitled to have such payments refunded by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderGuaranteed Party, and (eC) neither the Guarantors nor any payment by Borrower Guarantor Affiliate or from Parent Affiliate shall have any source other than Guarantor, subsequent liability to the date Guaranteed Party or any of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and its Affiliates with respect to the extent so applied shall not reduce Merger Agreement, the maximum obligation of Guarantor hereunderEquity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

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

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

Continuing Guaranty. This Guaranty includes any OCI and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the OTI shall each be liable for its Guaranteed Obligations, changing plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations may be created and continued in any amount without affecting or impairing the interest rate, payment termsliability of OCI or OTI therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by KTI, or other terms any renewal or extension of any thereof need be given to OCI or OTI and conditions thereof, none of the foregoing acts shall release OCI or creating new OTI from liability hereunder. The agreement of OCI or additional OTI pursuant to the Credit Agreement with respect to its Guaranteed Obligations after prior is an absolute, unconditional and continuing guaranty of payment of such Guaranteed Obligations have been satisfied and shall continue to be in whole force and be binding upon OCI or OTI until such Guaranteed Obligations are paid in partfull and the Credit Agreement is terminated, and KTI may continue, at any time and without notice to such Borrower, to extend credit or other financial accommodations and loan monies to or for the benefit of the other on the faith thereof. To Each of OCI and OTI hereby waives, to the maximum fullest extent permitted by law, Guarantor hereby waives any right they may have to revoke this Guaranty as or terminate its guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and the Credit Agreement is terminated. In the event either OCI or OTI shall have any right under applicable law to future Liabilities. If otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such termination or revocation shall not be effective until written notice thereof has been of such termination or revocation, signed by person, is actually received by Administrative Agent, (b) no KTI's officer responsible for such matters. Any notice of termination or revocation described above shall apply to any not affect OCI's or OTI's guaranty of the Guaranteed Obligations in existence on relation to (i) any of the Guaranteed Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after Oakhurst Company, Inc. December 29, 1998 Page 11 receipt thereof, if such date (Guaranteed Obligations were incurred through loans by KTI , and/or for the purpose of protecting any collateral, including, but not limited tolimited, any subsequent continuationto all protective advances, extensioncosts, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or renewal thereofincurred by KTI in connection with the Guaranteed Obligations. If, in reliance on either OCI or change in the interest rateOTI's guaranty of its Guaranteed Obligations, payment terms, KTI makes loans or other terms and conditions thereof), (c) no such revocation shall apply advances to any Guaranteed Obligations made or created for the benefit of the other or takes other action under this Agreement after such date to aforesaid termination or revocation by the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, undersigned but prior to the date receipt by KTI of said written notice as set forth above, the rights of KTI shall be the same as if such termination or revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall had not reduce the maximum obligation of Guarantor hereunderoccurred.

Continuing Guaranty. This Guaranty includes any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Each Borrower shall be liable for its Guaranteed Obligations, changing plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations may be created and continued in any amount without affecting or impairing the interest rate, payment termsliability of such Borrower therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by the Lender, or other terms any renewal or extension of any thereof need be given to such Borrower and conditions thereof, or creating new or additional none of the foregoing acts shall release such Borrower from liability hereunder. The agreement of each Borrower pursuant to this Agreement with respect to its Guaranteed Obligations after prior is an absolute, unconditional and continuing guaranty of payment of such Guaranteed Obligations have been satisfied and shall continue to be in whole force and be binding upon such Borrower until such Guaranteed Obligations are paid in full and this Agreement is terminated, and the Lender may continue, at any time and without notice to such Borrower, to extend credit or in partother financial accommodations and loan monies to or for the benefit of the other Borrowers on the faith thereof. To Each Borrower hereby waives, to the maximum fullest extent permitted by law, Guarantor hereby waives any right it may have to revoke or terminate its guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and this Guaranty as Agreement is terminated. In the event any Borrower shall have any right under applicable law to future Liabilities. If otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such termination or revocation shall not be effective until written notice thereof has been of such termination or revocation, signed by such Borrower, is actually received by Administrative Agent, (b) no the Lender's officer responsible for such matters. Any notice of termination or revocation described above shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.

Continuing Guaranty. As a primary inducement to Company to enter into this Agreement, and for Third-Party Sender to approve the Application of Merchant and begin processing payments, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Application, agree to be bound by all terms and provisions of this Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to Company and Third-Party Sender under this Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Company or Third-Party Sender , as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). Guarantor(s) understands that Company or Third -Party Sender , without notice to Guarantor(s), may from time to time renew or extend the Agreement, modify rates, limits, charges and fees, or modify the amount or type of Services provided to Merchant, all of which may increase the Guarantor's obligations under this Guaranty. Guarantor(s) further understands that Company or Third-Party Sender may proceed directly against Guarantor(s) without first exhausting Company or Third-Party Sender’s remedies against the Merchant, any other person or entity responsible to Company or Third-Party Sender or any security held by Company or Third-Party Sender . This Guaranty includes is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Company or Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all Guaranteed Obligations arising under successive transactions continuingrights of subrogation, compromisingreimbursement or indemnity derived from Merchant, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or all other terms rights and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right defenses available to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderMerchant, and (e) any payment by Borrower or from any source all other than Guarantor, subsequent rights and defenses available to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderGuarantor(s).

Continuing Guaranty. This Guaranty includes any is a continuing guaranty and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing agreement of subordination and shall continue in effect and be binding upon each Guarantor until termination of the Commitments and payment and performance in full of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional including Guaranteed Obligations after prior which may exist continuously or which may arise from time to time under successive transactions, and each Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations have been satisfied exist. This Guaranty shall continue in whole or in part. To effect and be binding upon each Guarantor until actual receipt by the maximum extent permitted by law, Administrative Agent of written notice from such Guarantor hereby waives any right of its intention to revoke this discontinue its Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that transactions (a) no such revocation which notice shall not be effective until written notice thereof has been received by noon on the day five Business Days following such receipt); PROVIDED that no revocation or termination of this Guaranty in respect 61. of any Guarantor shall affect in any way any rights of the Administrative Agent, (b) no such revocation shall apply Agent and the Banks hereunder with respect to any Guaranteed Obligations in existence arising or outstanding on the date of receipt of such date (includingnotice, but not limited to, including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment termsterms or conditions thereof, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent any of the Banks in existence on the date as of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder(collectively, "Existing Guaranteed Obligations"), and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date sole effect of such revocation, notice shall first be applied to that portion exclude from this Guaranty in respect of the such Guarantor Guaranteed Obligations as to which the revocation is effective and thereafter arising which are not, therefore, guaranteed hereunder, and unconnected to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderany Existing Guaranteed Obligations.

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

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

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

Continuing Guaranty. THIS IS A “CONTINUING GUARANTY” UNDER WHICH XXXXXXXXX AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE OR MORE OF THEM, TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty includes will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all Guaranteed Obligations arising of Guarantor’s other obligations under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations this Guaranty shall have been satisfied performed in whole or in partfull. To the maximum extent permitted by law, If Guarantor hereby waives any right elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, by certified mail, at Xxxxxx’s address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Xxxxxx of Guarantor’s written revocation. For this purpose and without limitation, the term “new Indebtedness” does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, “new Indebtedness” does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor’s estate as to future Liabilitiesthe Indebtedness created both before and after Guarantor’s death or incapacity, regardless of Lender’s actual notice of Guarantor’s death. If such a Subject to the foregoing, Guarantor’s executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is effective notwithstanding anticipated that fluctuations may occur in the foregoing waiveraggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change reductions in the interest rateamount of the Indebtedness, payment terms, or other terms and conditions thereofeven to zero dollars ($0.00), (c) no such revocation shall apply to not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, successors and assigns so long as any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as Indebtedness remains unpaid and even though the Indebtedness may from time to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereundertime be zero dollars ($0.00).

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

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

Continuing Guaranty. This Limited Guaranty includes any may not be revoked or terminated and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing shall remain in full force and effect until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied indefeasibly paid in full. Notwithstanding the foregoing, or anything express or implied in this Limited Guaranty or otherwise, this Limited Guaranty shall terminate and the Guarantors shall have no further obligations under or in connection with this Limited Guaranty as of the earliest of: (i) the Effective Time, if the Closing occurs; (ii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where the Parent Termination Fee is not payable; and (iii) in the case of a termination of the Merger Agreement for which the Parent Termination Fee is payable, the date falling 180 days after such termination (unless, in the case of clause (iii) above, the Guaranteed Party has previously made a claim under this Limited Guaranty prior to such date, in which case this Limited Guarantee shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantors of any obligations finally determined or agreed to be owed by the Guarantors, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guaranty or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting each Guarantor’s liability to such Guarantor’s Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part. To the maximum extent permitted by law, asserts that any Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations liable in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion respect of the Guaranteed Obligations in excess of or to a greater extent than such Guarantor’s Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guaranty, the TPG Equity Financing Commitment, the Joint Benefit Equity Financing Commitment, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 8 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then: (i) the revocation is effective obligations of such Guarantor under or in connection with this Limited Guaranty shall terminate ab initio and which are notbe null and void, therefore(ii) if such Guarantor has previously made any payments under or in connection with this Limited Guaranty, guaranteed hereunderit shall be entitled to recover and retain such payments, and (iii) neither such Guarantor nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the extent so applied shall not reduce Guaranteed Party or any other Person in any way under or in connection with this Limited Guaranty, the maximum obligation of Guarantor hereunderMerger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the TPG Equity Financing Commitment and the Joint Benefit Equity Financing Commitment), or the transactions contemplated hereby or thereby.