Common use of Continuing Guaranty Clause in Contracts

Continuing Guaranty. This Guaranty shall be a continuing guaranty, shall be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by (a) the existence or continuance of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.

Continuing Guaranty. This Guarantor's obligations under this Guaranty shall be a continuing guarantyare primary, shall be binding upon absolute and unconditional. Only full and irrevocable payment and performance of the Guaranteed Debt will discharge Guarantor, its successors and assigns, and shall remain in full force and effect, and shall 's obligations under this Guaranty. Guarantor's obligations under this Guaranty are not be discharged, impaired or affected by by: (a) the existence genuineness, validity, regularity or continuance of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteedenforceability of, or any Obligation under amendment or change in the Agreement or the other Loan Documents, or any change in or extension of the manner, place or terms of payment of, all or any portion of the Guaranteed Debt; (b) Lender's taking or failure to take any action to enforce the Agreement or the other Loan Documents, or Lender's exercise or failure to exercise any remedy, power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements privilege contained in the Notes Loan Documents or available at law or otherwise, or the waiver by Lender of any provisions of the Agreement or the other Loan Documents; (ec) any impairment, modification, change, release or limitation or exculpation of liability on the part in any manner of the liability of Borrower or its estate in bankruptcy, or of any remedy for the enforcement of Borrower's liability, resulting from the operation of any present or future provision of the bankruptcy laws or any other statute or regulation, or the dissolution, bankruptcy, insolvency or reorganization of Borrower; (fd) the dissolution merger or consolidation of the Borrower; (g) the , or any sale or transfer by the Borrower of all or any part of its assets or property; (e) any claim Guarantor may have against any other Obligor, including any claim of contribution; (f) the property referred to release, in the Loan Documents whole or in part, of any other guarantor (if more than one), Borrower or any other Obligor; (g) any settlement or compromise with any Obligor with respect to any other corporation, person Guaranteed Debt or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any the subordination of the Indebtedness Hereby Guaranteed, or any payment of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed Debt to the payment of any other debts or Obligations; (j) claims that may at any failure, neglect or omission on the part of the time be due and owing to Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrowerother Person; or (lh) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission action or circumstance whatsoever that may (whether with or not specifically enumerated abovewithout notice to or knowledge of Guarantor) except in any manner or to any extent vary the due and punctual payment risks of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute Guarantor under this Guaranty or otherwise constitute a legal or equitable discharge or defense. Guarantor's obligations under this Guaranty are in addition to Guarantor's obligations under any other guaranties of the Notes Guaranteed Debt or any other obligations of Borrower or any other Persons, and this Guaranty does not affect or invalidate those other guaranties. Guarantor's liability to Lender is deemed to be the Loan Documentsaggregate liability of Guarantor under the terms of this Guaranty and any other guaranties made in favor of Lender before or after the date of this Guaranty.

Continuing Guaranty. This Guarantor's obligations under this Guaranty shall be a continuing guarantyare primary, shall be binding upon absolute and unconditional. Only full and irrevocable payment and performance of the Guaranteed Debt will discharge Guarantor, its successors and assigns, and shall remain in full force and effect, and shall 's obligations under this Guaranty. Guarantor's obligations under this Guaranty are not be discharged, impaired or affected by by: (a) the existence genuineness, validity, regularity or continuance of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteedenforceability of, or any Obligation under amendment or change in the Agreement or the other Loan Documents, or any change in or extension of the manner, place or terms of payment of, all or any portion of the Guaranteed Debt; (b) Credit Agent's or any Lender's taking or failure to take any action to enforce the Agreement or the other Loan Documents, or Credit Agent's or any Lender's exercise or failure to exercise any remedy, power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements privilege contained in the Notes Loan Documents or available at law or otherwise, or the waiver by Credit Agent or any Lender of any provisions of the Agreement or the other Loan Documents; (ec) any impairment, modification, change, release or limitation or exculpation of liability on the part in any manner of the liability of any Borrower or its estate in bankruptcy, or of any remedy for the enforcement of any Borrower's liability, resulting from the operation of any present or future provision of the bankruptcy laws or any other statute or regulation, or the dissolution, bankruptcy, insolvency or reorganization of any Borrower; (fd) the dissolution merger or consolidation of the any Borrower; (g) the , or any sale or transfer by the any Borrower of all or any part of its assets or property; (e) any claim Guarantor may have against any other Obligor, including any claim of contribution; (f) the property referred to release, in the Loan Documents whole or in part, of any other guarantor (if more than one), any Borrower or any other Obligor; (g) any settlement or compromise with any Obligor with respect to any other corporation, person Guaranteed Debt or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any the subordination of the Indebtedness Hereby Guaranteed, or any payment of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed Debt to the payment of any other debts or Obligations; (j) claims that may at any failure, neglect or omission on the part of the Lender time be due and owing to realize or protect any of the Indebtedness Hereby Guaranteed Credit Agent or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed Lender or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrowerother Person; or (lh) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission action or circumstance whatsoever that may (whether with or not specifically enumerated abovewithout notice to or knowledge of Guarantor) except in any manner or to any extent vary the due and punctual payment risks of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute Guarantor under this Guaranty or otherwise constitute a legal or equitable discharge or defense. Guarantor's obligations under this Guaranty are in addition to Guarantor's obligations under any other guaranties of the Notes Guaranteed Debt or any other obligations of any Borrower or any other Persons, and this Guaranty does not affect or invalidate those other guaranties. Guarantor's liability to Credit Agent and Lenders is deemed to be the Loan Documentsaggregate liability of Guarantor under the terms of this Guaranty and any other guaranties made in favor of Credit Agent or any Lender before or after the date of this Guaranty.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Greyrock, at the address indicated above, or at such other address as Greyrock may direct, in lawful money of the United States, all Indebtedness of Borrower now or hereafter owing to or held by Greyrock. As used herein, the term Indebtedness is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or hereafter made, incurred, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term Borrower shall include any successor to the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Gxxxxxxx to Borrower in Gxxxxxxx's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Gxxxxxxx of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Greyrock to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the to permit Borrower to incur Indebtedness to Greyrock. All sums due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan Documents.Indebtedness. *

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to GC, at the address indicated above, or at such other address as GC may direct, in lawful money of the United States, and to perform for the benefit of GC, all Indebtedness of Borrower now or hereafter owing to or held by GC. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or hereafter made, incurred, or created, however arising, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by GC to Borrower in GC's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that GC of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by GC to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the to permit Borrower to incur Indebtedness to GC. All sums due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan DocumentsIndebtedness.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Agent, for the benefit of Bank, at the address indicated above, or at such other address as Agent may direct, in lawful money of the United States, and to perform for the benefit of Bank, all Indebtedness of Borrower now or hereafter owing to or held by PNC, and all Indebtedness of Borrower now or hereafter owing to or held by Bank pursuant to or in connection with the Loan Agreement. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or hereafter made, incurred, or created, whether directly or acquired by assignment or otherwise, or held on behalf of others, however arising, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Bank to Borrower in Bank's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Bank of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Bank to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the to permit Borrower to incur Indebtedness to Bank. All sums due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan DocumentsIndebtedness.

Continuing Guaranty. This Guaranty shall be Assignments. The obligations of the Parent under this Article XIII are a continuing guarantyguaranty and shall (a) remain in full force and effect until the Obligations are paid in full, shall (b) be binding upon the Guarantor, Parent and its successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by (a) the existence or continuance of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender and the Issuing Bank and their respective successors, and, in the case of transfers and assignments made in accordance with this Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by each Secured Party and each of its successors, transferees and assigns to the extent such successor, transferee or assign also falls within the definition of Secured Party. Without limiting the generality of the foregoing clause (c), subject to Section 12.04, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the this Agreement (including, without limitation, all or any portion of its Commitment, the Borrowings owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of this Agreement. The Parent acknowledges that upon any Person becoming a Lender, the Administrative Agent or the Issuing Bank in accordance with this Agreement, such Person shall be entitled to the benefits of this Agreement, including, without limitation, such benefits under this Article XIII. 156 The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: XXXXX PETROLEUM COMPANY, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Representative PARENT: XXXXX CORPORATION (BRY) By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Representative Signature Page to Credit Agreement Xxxxx Petroleum Company, LLC ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, and Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Officer Signature Page to Credit Agreement Xxxxx Petroleum Company, LLC LENDERS: KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Senior Vice President Xxxxx Petroleum Company, LLC BOKF, NA as a Lender By: /s/ Xxx X. Xxxxxxxxxxx Name: Xxx X. Xxxxxxxxxxx Title: Senior Vice President Xxxxx Petroleum Company, LLC VALLEY REPUBLIC BANK, as a Lender By: /s/ Aytom Salomon Name: Aytom Salomon Title: Senior Vice President Xxxxx Petroleum Company, LLC CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Senior Director Xxxxx Petroleum Company, LLC CATHAY BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President Xxxxx Petroleum Company, LLC XXXXXXX XXXXX LENDING PARTNERS, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory Signature Page to Credit Agreement Xxxxx Petroleum Company, LLC MACQUARIE INVESTMENTS US INC, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Director By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Director – CGM Legal Signature Page to Credit Agreement Xxxxx Petroleum Company, LLC ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Name of Lender Applicable Percentage Maximum Credit Amount JPMorgan Chase Bank, N.A. 18.500000000% $92,500,000.00 KeyBank National Association 16.500000000% $82,500,000.00 BOKF, NA 16.500000000% $82,500,000.00 Valley Republic Bank 15.000000000% $75,000,000.00 Capital One, National Association 12.500000000% $62,500,000.00 Cathay Bank 10.000000000% $50,000,000.00 Xxxxxxx Xxxxx Lending Partners LLC 10.000000000% $50,000,000.00 Macquarie Investments US Inc 1.000000000% $5,000,000.00 TOTAL 100.000000000% $500,000,000.00 Signature Page to Credit Agreement Xxxxx Petroleum Company, LLC EXHIBIT A FORM OF NOTE $[_____________] [_____________], 20[__] FOR VALUE RECEIVED, Xxxxx Petroleum Company, LLC (the “Borrower”), hereby promises to pay [_________] or its registered assigns (the “Lender”), at the principal office of JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”), the principal sum of [________] Dollars ($[____________]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity or invalidity of such transfer by any Lender of this Note. This Note is one of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents Credit Agreement, dated as of August 26, 2021 (as the same may be amended, supplemented, restated or otherwise modified from time to any time, the “Credit Agreement”), among the Borrower, Xxxxx Corporation (bry), the Administrative Agent, JPMorgan Chase Bank, N.A., as an issuing bank, and the other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make lenders from time to time without notice to party thereto (including the GuarantorLender), or to anyone; (i) the acceptance and evidences Loans made by the Lender thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of any security forthe maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXX PETROLEUM COMPANY, LLC By: Name: Title: Exhibit A-2 EXHIBIT B FORM OF BORROWING REQUEST [________________], 20[__] Xxxxx Petroleum Company, LLC (the “Borrower”), pursuant to Section 2.03 of the Credit Agreement, dated as of August 26, 2021 (together with all amendments, restatements, supplements or other guarantors uponmodifications thereto, all or any part of the Indebtedness Hereby Guaranteed or Obligations“Credit Agreement”; (j) any failureunless otherwise defined herein, neglect or omission on each capitalized term used herein is defined in the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security thereforCredit Agreement), or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against among the Borrower; or , Xxxxx Corporation (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed bry), JPMorgan Chase Bank, N.A., as administrative agent and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guarantyan issuing bank, and the undertakingsother lenders from time to time party thereto, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.hereby requests a Borrowing as follows:

Continuing Guaranty. This Guaranty shall be is a continuing guaranty, shall and the obligations, undertakings and conditions to be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and performed or observed by Guarantor under this Guaranty shall not be dischargedaffected or impaired by reason of the happening from time to time of the following with respect to the Documents, impaired all without notice to, or affected by the further consent of, Guarantor: (a) the existence waiver by Landlord of the observance or continuance performance by Tenant or Guarantor of any obligation on the part of the Borrower on obligations, undertakings, conditions or with respect other provisions contained in any of the Documents, except to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documentsextent of such waiver; (b) the power extension, in whole or authority (or any lack thereof) in part, of the Borrower to issue time for payment of any amount owing or payable under the Notes or to execute, acknowledge or deliver any other Loan DocumentDocuments; (c) the validity modification or invalidity amendment (whether material or otherwise) of any of the Notes obligations of Tenant under, or any other Loan Documentprovisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Landlord to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Landlord in any of the Documents or any action on the part of Landlord granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Tenant under all or any of the Documents; (g) the release or discharge of Tenant from the performance or observance of any obligation, undertaking or condition to be performed by Tenant under any of the termsDocuments by operation of law, provisions, covenants and agreements contained in the Notes including any rejection or other Loan Documents; (e) disaffirmance of any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all Documents in any bankruptcy or any part of the property referred to in the Loan Documents to any other corporation, person or entitysimilar proceedings; (h) the receipt and acceptance by Landlord or any saleother Person of notes, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification checks or other disposition instruments for the payment of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonemoney and extensions and renewals thereof; (i) the acceptance any action, inaction or election of remedies by the Lender Landlord which results in any impairment or destruction of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.subrogation rights

Continuing Guaranty. This Guaranty shall be a continuing guarantyGuarantor hereby unconditionally guarantees and promises to pay on demand to Congress, shall be binding upon at the Guarantoraddress indicated above, its successors and assignsor at such other address as Congress may direct, in lawful money of the United States, and shall remain to perform for the benefit of Congress, all Indebtedness of Borrower now or hereafter owing to or held by Congress. As used herein, the term "Indebtedness" is used in full force and effect, its most comprehensive sense and shall not be discharged, impaired or affected by mean and include without limitation: (a) the existence any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or continuance any one or more of them, heretofore, now, or hereafter made, incurred, or created, whether directly to Congress or acquired by Congress by assignment or otherwise, or held by Congress on behalf of others, however arising, 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 proceeding, or otherwise unenforceable; and (b) any and all amendments, modifications, renewals and extensions of any obligation on the part or all of the Borrower on foregoing, including without limitation amendments, modifications, renewals and extensions which are evidenced by any new or with respect additional instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the Indebtedness Hereby Guaranteedforegoing against Borrower, Guarantor, or any Obligation other person liable thereon (whether or not suit be brought) and any other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower and shall also include Borrower in its capacity as a debtor or debtor in possession under the Loan Documents; (b) the power federal Bankruptcy Code, and any trustee, custodian or authority (or any lack thereof) of the receiver for Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied incurred by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of such person shall be included in the Indebtedness Hereby Guaranteed guaranteed hereby. This Guaranty is given in consideration for credit and performance other financial accommodations to be provided by Congress to Borrower pursuant to that certain Loan and Security Agreement of even date herewith (as amended from time to time, the Obligations"Loan Agreement") and related documents (as amended from time to time, and then only to collectively, with the extent thereof; or (m) any understanding or agreement that any other personLoan Agreement, firm or corporation was or is to execute the "Loan Documents"). All sums due under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan DocumentsIndebtedness.

Continuing Guaranty. This 10.01 Guaranty Each Guarantor party hereto that is a Domestic Subsidiary of Holdings and each Subsidiary of Holdings that becomes a Guarantor after the date hereof pursuant to Section 6.12, jointly and severally with each other Loan Party, 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 of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each Borrower and of each other Guarantor to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be a continuing guarantyadmissible in evidence in any action or proceeding, and shall be binding upon the Guarantor, its successors and assignsDomestic Loan Parties, and shall remain in full force and effect, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be discharged, impaired or affected by (a) the existence genuineness, validity, regularity or continuance 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 obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or by any fact or circumstance relating to exercise any lien upon or right or appropriation the Obligations which might otherwise constitute a defense to the obligations of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that Domestic Loan Party under this Guaranty, and the undertakings, liabilities and obligations each Domestic Loan Party hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documentsforegoing.

Continuing Guaranty. This Guarantor’s obligations under this Guaranty shall be a continuing guarantyare primary, shall be binding upon absolute and unconditional. Only full and irrevocable payment and performance of the Guaranteed Debt will discharge Guarantor, its successors and assigns, and shall remain in full force and effect, and shall ’s obligations under this Guaranty. Guarantor’s obligations under this Guaranty are not be discharged, impaired or affected by by: (a) the existence genuineness, validity, regularity or continuance of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteedenforceability of, or any Obligation under amendment or change in the Agreement or the other Loan Documents, or any change in or extension of the manner, place or terms of payment of, all or any portion of the Guaranteed Debt; (b) Lender’s taking or failure to take any action to enforce the Agreement or the other Loan Documents, or Lender’s exercise or failure to exercise any remedy, power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements privilege contained in the Notes Loan Documents or available at law or otherwise, or the waiver by Lender of any provisions of the Agreement or the other Loan Documents; (ec) any impairment, modification, change, release or limitation or exculpation of liability on the part in any manner of the liability of Borrower or its estate in bankruptcy, or of any remedy for the enforcement of Borrower’s liability, resulting from the operation of any present or future provision of the bankruptcy laws or any other statute or regulation, or the dissolution, bankruptcy, insolvency or reorganization of Borrower; (fd) the dissolution merger or consolidation of the Borrower; (g) the , or any sale or transfer by the Borrower of all or any part of its assets or property; (e) any claim Guarantor may have against any other Obligor, including any claim of contribution; (f) the property referred to release, in the Loan Documents whole or in part, of any other guarantor (if more than one), Borrower or any other Obligor; (g) any settlement or compromise with any Obligor with respect to any other corporation, person Guaranteed Debt or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any the subordination of the Indebtedness Hereby Guaranteed, or any payment of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed Debt to the payment of any other debts or Obligations; (j) claims that may at any failure, neglect or omission on the part of the time be due and owing to Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrowerother Person; or (lh) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission action or circumstance whatsoever that may (whether with or not specifically enumerated abovewithout notice to or knowledge of Guarantor) except in any manner or to any extent vary the due and punctual payment risks of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute Guarantor under this Guaranty or otherwise constitute a legal or equitable discharge or defense. Guarantor’s obligations under this Guaranty are in addition to Guarantor’s obligations under any other guaranties of the Notes Guaranteed Debt or any other obligations of Borrower or any other Persons, and this Guaranty does not affect or invalidate those other guaranties. Guarantor’s liability to Lender is deemed to be the Loan Documentsaggregate liability of Guarantor under the terms of this Guaranty and any other guaranties made by Guarantor in favor of Lender before or after the date of this Guaranty.

Continuing Guaranty. This Guaranty shall be is a continuing guaranty, shall and the obligations, undertakings and conditions to be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and performed or observed by Guarantor under this Guaranty shall not be dischargedaffected or impaired by reason of the happening from time to time of the following with respect to the Documents, impaired all without notice to, or affected by the further consent of, Guarantor: (a) the existence waiver by Landlord of the observance or continuance performance by Tenant or Guarantor of any obligation on the part of the Borrower on obligations, undertakings, conditions or with respect other provisions contained in any of the Documents, except to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documentsextent of such waiver; (b) the power extension, in whole or authority (or any lack thereof) in part, of the Borrower to issue time for payment of any amount owing or payable under the Notes or to execute, acknowledge or deliver any other Loan DocumentDocuments; (c) the validity modification or invalidity amendment (whether material or otherwise) of any of the Notes obligations of Tenant under, or any other Loan Documentprovisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Landlord to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Landlord in any of the Documents or any action on the part of Landlord granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Tenant under all or any of the Documents; (g) the release or discharge of Tenant from the performance or observance of any obligation, undertaking or condition to be performed by Tenant under any of the termsDocuments by operation of law, provisions, covenants and agreements contained in the Notes including any rejection or other Loan Documents; (e) disaffirmance of any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all Documents in any bankruptcy or any part of the property referred to in the Loan Documents to any other corporation, person or entitysimilar proceedings; (h) the receipt and acceptance by Landlord or any saleother Person of notes, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification checks or other disposition instruments for the payment of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonemoney and extensions and renewals thereof; (i) the acceptance any action, inaction or election of remedies by the Lender Landlord which results in any impairment or destruction of any security forsubrogation rights of Guarantor, or any rights of Guarantor to proceed against any other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or ObligationsPerson for reimbursement; (j) any failuresetoff, neglect defense, counterclaim, abatement, recoupment, reduction, change in law or omission on any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor or surety under the part laws of the Lender to realize State of Arizona, the state in which the Property is located or protect any other jurisdiction; and (k) the termination or renewal of any of the Indebtedness Hereby Guaranteed Obligations or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent provision thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.

Continuing Guaranty. This Guaranty Guarantor agrees that performance of Company’s Obligations by Guarantor shall be a continuing guarantyprimary obligation, shall not be binding subject to any counterclaim, set-off, abatement, deferment or defense based upon the Guarantorany claim that Guarantor may have against Holder, its successors and assignsCompany, any other guarantor of Company’s Obligations or any other person or entity, and shall remain in full force and effecteffect without regard to, and shall not be dischargedreleased, impaired discharged or affected by in any way by, any circumstance or condition (a) the existence whether or continuance not Guarantor shall have any knowledge thereof), including without limitation: any lack of validity or enforceability of any obligation of the Transaction Documents; any termination, amendment, modification or other change in any of the Transaction Documents, including, without limitation, any modification of the interest rate(s) described therein; any furnishing, exchange, substitution or release of any collateral securing repayment of the Notes, or any failure to perfect any lien in such collateral; any failure, omission or delay on the part of Company, Guarantor, any other guarantor of Company’s Obligations or Holder to conform or comply with any term of any of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, Transaction Documents or any Obligation failure of Holder to give notice of any event of default under the Loan Transaction Documents; (b) the power any waiver, compromise, release, settlement or authority (extension of time of payment or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and obligations or agreements contained in any of the Notes or other Loan Transaction Documents; (e) any limitation action or exculpation inaction by Holder under or in respect of liability any of the Transaction Documents, any failure, lack of diligence, omission or delay on the part of the Borrower; (f) the dissolution Holder to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred on it in any of the Borrower; (g) the transfer by the Borrower of all Transaction Documents, or any other action or inaction on the part of Holder; any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshalling of assets and liabilities or similar events or proceedings with respect to Company, Guarantor or any other guarantor of Company’s Obligations, as applicable, or any of their respective property referred to or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; any merger or consolidation of Company into or with any entity, or any sale, lease or transfer of any of the Loan Documents assets of Company, Guarantor or any other guarantor of Company’s Obligations to any other corporation, person or entity; (h) any salechange in the ownership of Company or any change in the relationship between Company and Guarantor, pledgeor any termination of any such relationship; any release or discharge by operation of law of Company, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification Guarantor or any other disposition guarantor of Company’s Obligations from any obligation or agreement contained in any of the Indebtedness Hereby Guaranteed, Transaction Documents; or any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing and whether foreseen or unforeseen, which otherwise might constitute a legal or equitable defense or discharge of the Obligations, all liabilities of a guarantor or surety or which the Lender is hereby expressly authorized to make from time to time without notice otherwise might limit recourse against Company or Guarantor to the Guarantor, or to anyone; (i) the acceptance fullest extent permitted by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documentslaw.

Continuing Guaranty. For Valuable Consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, for themselves, their heirs, executors, personal representatives, successors and assigns (individually called "Guarantor" end collectively called "Guarantors") jointly and severally and in solido, hereby unconditionally guarantee to Associates Commercial Corporation, its successors, endorsees end assigns, (collectively called "Associates") that Western Traction Company (the "Company") whose address is 1333 Xxxxxxxx Xxxxxx, Xxxxx Xxxx, XX 00000 xxxll promptly and fully perform, pay and discharge all of its present and future liabilities, obligations and indebtedness to Associates, whether direct or indirect, joint or several, absolute or contingent, secured or unsecured, matured or unmatured, and whether originally contracted with or otherwise acquired by Associates (all of which liabilities, obligations and indebtedness are herein individually and collectively called the "Indebtedness"). This Guaranty shall be a continuing guaranty, shall be binding is an absolute and unconditional guarantee of payment and not of collectibility. The liability of each Guarantor hereunder is not conditional or contingent upon the Guarantorgenuineness, its successors and assignsvalidity, and shall remain in full force and effect, and shall not be discharged, impaired sufficiency or affected by (a) the existence or continuance of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment enforceability of the Indebtedness Hereby Guaranteed or any instruments, agreements or chattel paper related thereto (collectively called "Agreements") or any security or collateral therefor (collectively called "Security") or the pursuit by Associates of any rights or remedies which it now has or may hereafter have. If the Company fails to pay the performance indebtedness promptly as the same becomes due, or observance otherwise fails to perform any obligation under any of the Agreements, each Guarantor agrees to pay on demand the entire Indebtedness and all losses, costs, attorneys' fees and expenses which may be suffered by Associates by reason of the Company's default or the default of any Guarantor hereunder, and agrees to be bound by and to pay on demand any deficiency established by the sale of any of the termsAgreements or Security, provisionsall without relief from valuation and appraisement laws and without requiring Associates to (i) proceed against the Company by suit or otherwise, covenants and agreements contained in the Notes (ii) foreclose, proceed against, liquidate or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of exhaust any of the Agreements or Security, or (iii) exercise, pursue or enforce any right or remedy Associates may have against the Company, any co-Guarantor (whether hereunder or under a separate instrument) or any other party. Each Guarantor agrees that: this Guaranty shall not be discharged or affected by any circumstances which constitute a legal or equitable discharge of a Guarantor or surety, or by the death of any Guarantor; the records of Associates shall be received as conclusive evidence of the amount of the Indebtedness Hereby Guaranteedat any time owing; one or more successive or concurrent suits may be brought and maintained against any or all of the Guarantors, at the option of Associates, with or without joinder of the Company or any of the Obligations, all other Guarantors as parties thereto; such Guarantor will not avail itself of any defense whatsoever which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor Company may have against the Borrower; or (l) any defense (Associates, other than the full payment of the Indebtedness Hereby Guaranteed Indebtedness; and performance such Guarantor will not seek a change of the Obligationsvenue from any jurisdiction or court in which any action, in accordance with its terms) that the Guarantor may proceeding or might have to its respective undertakingslitigation is commenced. EACH GUARANTOR HEREBY WAIVES NOTICE OF ANY ADVERSE CHANGE IN THE COMPANY'S CONDITION OR OF ANY OTHER FACT WHICH MIGHT MATERIALLY INCREASE SUCH GUARANTOR'S RISK, liabilities and obligations hereunderWHETHER OR NOT ASSOCIATES HAS KNOWLEDGE OF THE SAME. EACH GUARANTOR ALSO HEREBY WAIVES ANY CLAIM, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.RIGHT OR REMEDY WHICH SUCH GUARANTOR MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE COMPANY THAT ARISES HEREUNDER AND/OR FROM THE

Continuing Guaranty. This Guaranty shall be is a continuing guaranty, shall and the obligations, undertakings and conditions to be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and performed or observed by Guarantor under this Guaranty shall not be dischargedaffected or impaired by reason of the happening from time to time of the following with respect to the Documents, impaired all without notice to, or affected by the further consent of, Guarantor: (a) the existence waiver by Lessor of the observance or continuance performance by Lessee or Guarantor of any obligation on the part of the Borrower on obligations, undertakings, conditions or with respect other provisions contained in any of the Documents, except to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documentsextent of such waiver; (b) the power extension, in whole or authority (or any lack thereof) in part, of the Borrower to issue time for payment of any amount owing or payable under the Notes or to execute, acknowledge or deliver any other Loan DocumentDocuments; (c) the validity modification or invalidity amendment (whether material or otherwise) of any of the Notes obligations of Lessee under, or any other Loan Documentprovisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Lessor to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Lessor in any of the Documents or any action on the part of Lessor granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Lessee under all or any of the Documents; (g) the release or discharge of Lessee from the performance or observance of any obligation, undertaking or condition to be performed by Lessee under any of the termsDocuments by operation of law, provisions, covenants and agreements contained in the Notes including any rejection or other Loan Documents; (e) disaffirmance of any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all Documents in any bankruptcy or any part of the property referred to in the Loan Documents to any other corporation, person or entitysimilar proceedings; (h) the receipt and acceptance by Lessor or any saleother Person of notes, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification checks or other disposition instruments for the payment of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonemoney and extensions and renewals thereof; (i) the acceptance any action, inaction or election of remedies by the Lender Lessor which results in any impairment or destruction of any security forsubrogation rights of Guarantor, or any rights of Guarantor to proceed against any other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or ObligationsPerson for reimbursement; (j) any failuresetoff, neglect defense, counterclaim, abatement, recoupment, reduction, change in law or omission on any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor or surety under the part laws of the Lender to realize Commonwealth of Pennsylvania, the states in which the Properties are located or protect any other jurisdiction; and (k) the renewal of any of the Indebtedness Hereby Guaranteed Obligations. Notwithstanding the foregoing or any collateral or security thereforanything contained in this Guaranty to the contrary, or Guarantor shall have the right to exercise any lien upon or right or appropriation of any moneys, credits or property of assert all claims and defenses hereunder and under the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only Lease to the extent thereof; that Xxxxxx is permitted such claim or (m) any understanding or agreement that any other persondefense, firm or corporation was or is with respect to execute this Guaranty or the Notes or any of the Loan DocumentsLease, by applicable law.

Continuing Guaranty. This Guaranty shall be is a continuing guaranty, shall and the obligations, undertakings and conditions to be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and performed or observed by Guarantor under this Guaranty shall not be dischargedaffected or impaired by reason of the happening from time to time of the following with respect to the Documents, impaired all without notice to, or affected by the further consent of, Guarantor: (a) the existence waiver by Lessor of the observance or continuance performance by Lessee or Guarantor of any obligation on the part of the Borrower on obligations, undertakings, conditions or with respect other provisions contained in any of the Documents, except to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documentsextent of such waiver; (b) the power extension, in whole or authority (or any lack thereof) in part, of the Borrower to issue time for payment of any amount owing or payable under the Notes or to execute, acknowledge or deliver any other Loan DocumentDocuments; (c) the validity modification or invalidity amendment (whether material or otherwise) of any of the Notes obligations of Lessee under, or any other Loan Documentprovisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Lessor to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Lessor in any of the Documents or any action on the part of Lessor granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Lessee under all or any of the Documents; (g) the release or discharge of Lessee from the performance or observance of any obligation, undertaking or condition to be performed by Lessee under any of the termsDocuments by operation of law, provisions, covenants and agreements contained in the Notes including any rejection or other Loan Documents; (e) disaffirmance of any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all Documents in any bankruptcy or any part of the property referred to in the Loan Documents to any other corporation, person or entitysimilar proceedings; (h) the receipt and acceptance by Lessor or any saleother Person of notes, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification checks or other disposition instruments for the payment of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonemoney and extensions and renewals thereof; (i) the acceptance any action, inaction or election of remedies by the Lender Lessor which results in any impairment or destruction of any security forsubrogation rights of Guarantor, or any rights of Guarantor to proceed against any other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or ObligationsPerson for reimbursement; (j) any failuresetoff, neglect defense, counterclaim, abatement, recoupment, reduction, change in law or omission on any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor or surety under the part laws of the Lender to realize State of Arizona, the states in which the Properties are located or protect any other jurisdiction; and (k) the termination or renewal of any of the Indebtedness Hereby Guaranteed Obligations or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent provision thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.

Continuing Guaranty. This Guaranty The obligations of the Guarantor under this Agreement shall be a continuing guarantycontinuing, shall be binding upon the Guarantor, its successors irrevocable and assigns, unconditional and shall remain in full force and effect, and shall not be discharged, impaired or affected by (a) the existence or continuance of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of effect so long as any of the termsGuaranteed Obligations remain unpaid or unperformed, provisionsirrespective of the invalidity, irregularity or unenforceability of the Note. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not, to the maximum extent permitted by law, be affected, modified or impaired upon the happening from time to time of any event or circumstance, including, without limitation, the assignment, waiver of payments, performance or observance, compromise, settlement, release or termination of any or all of the rights, remedies, obligations, covenants and or agreements contained in of Maker or the Notes or other Loan Documents; (e) any limitation or exculpation Guarantor under the Note, the extension of liability on time for the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower payment of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals principal of, extensionor interest on, the Note, the modification or amendment of any obligation, covenant, agreement or provision of the Note; any failure, omission, delay or deficiency on the part of Ore to enforce, assert or exercise any right, power or remedy conferred on it; the voluntary or involuntary liquidation, dissolution, merger, sale or other disposition of any all or substantially all of the Indebtedness Hereby Guaranteedassets of Maker, or any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt or other similar proceeding affecting Maker or any of the Guaranteed Obligations, all of which ; the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, release or to anyone; (i) the acceptance by the Lender discharge of any security for, or other guarantors upon, all or any part guarantor of the Indebtedness Hereby Guaranteed Obligations from such guarantee or Obligationsthe performance or observance of any obligation, covenant, agreement, duty, term or condition in respect thereof, whether by operation of law or for any other reason or; (j) any failure, neglect or omission on the part release of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or for any of the Loan DocumentsGuaranteed Obligations or any other guaranty thereof.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Coast, at the address indicated above, or at such other address as Coast may direct, in lawful money of the United States, and to perform for the benefit of Coast, as and for Guarantor's own debt, all Indebtedness of Borrower now or hereafter owing to or held by Coast, until the Indebtedness has been indefeasibly paid in full in accordance with Section 12 hereof. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower heretofore, now, or hereafter made, incurred, or created, whether directly to Coast or acquired by Coast by assignment or otherwise, or held by Coast on behalf of others, however arising, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recover thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instruments documents or agreements; and (c) any and all attorneys fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be discharged, impaired any trustee custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in Coast Business Credit Continuing Guaranty -------------------------------------------------------------------------------- consideration for credit and other financial accommodations which may, each from time to time, be given by Coast to Borrower in Coast's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Coast of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Coast to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is permit Borrower to execute this Guaranty or the Notes or any of the Loan Documentsincur indebtedness to Coast.

Continuing Guaranty. This 10.01 Guaranty Each Guarantor party hereto that is a Domestic Subsidiary of Holdings and each Subsidiary of Holdings that becomes a Guarantor after the date hereof pursuant to Section 6.12, jointly and severally with each other Loan Party, 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 of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower and of each other Guarantor to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be a continuing guarantyadmissible in evidence in any action or proceeding, and shall be binding upon the Guarantor, its successors and assignsDomestic Loan Parties, and shall remain in full force and effect, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be discharged, impaired or affected by (a) the existence genuineness, validity, regularity or continuance 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 obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or by any fact or circumstance relating to exercise any lien upon or right or appropriation the Obligations which might otherwise constitute a defense to the obligations of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that Domestic Loan Party under this Guaranty, and the undertakings, liabilities and obligations each Domestic Loan Party hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documentsforegoing.

Continuing Guaranty. This The Guaranty shall be a continuing guaranty, shall be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by by: (ai) the existence or non-existence, or the continuance or non-continuance, of any obligation on the part of the Borrower on or Tenant with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan DocumentsLease; (bii) any forbearance or extension of the time of payment or performance of any of the Obligations or the Tenant's Obligations; (iii) any and all changes in the terms, covenants or conditions of the Lease or of any document evidencing or securing performance of the Obligations or Tenant's Obligations hereafter made or granted; (iv) the release or agreement not to xxx without reservation of rights of anyone liable in any way for payment or performance of any of the Obligations or Tenant's Obligations; (v) the power or authority (or any lack thereof) thereof of the Borrower Tenant to issue the Notes enter into, or to execute, acknowledge or deliver any other Loan Documentthe Lease; (cvi) the validity or invalidity of the Notes Lease or any portion thereof; (vii) any defenses whatsoever that Tenant or any other Loan Document; (d) any defense whatsoever that the Borrower Person may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in Obligations or the Notes or other Loan DocumentsTenant's Obligations; (eviii) the existence or non-existence of Tenant as a legal entity; (ix) any limitation or exculpation of liability on of Tenant that may be expressed in the part of the BorrowerLease; (f) the dissolution of the Borrower; (gx) the transfer by the Borrower Tenant of all, or any part of any interest in all or any part of the property referred to Premises described in the Loan Documents to any other corporation, person or entityLease; (hxi) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change inrelease, additions to, renewals of, extensionpartial release, modification or other disposition of any of the Indebtedness Hereby Guaranteed, collateral or other security from time to time or at any of the time securing Tenant's Obligations, all of which the Lender Landlord is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonetime; (ixii) the acceptance by Landlord of part of performance of the Lender of any security forTenant's Obligations, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender Landlord to realize on, preserve or protect any portion of the Indebtedness Hereby Guaranteed Premises, or any collateral or security therefor, personal property of Tenant or to exercise any lien upon upon, or right or of appropriation of of, any moneysmonies, credits or property of the Borrower Tenant toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereonTenant's Obligations; (kxiii) the failure by Landlord or anyone acting on behalf of Landlord to perfect or maintain perfection of any lien or security interest upon any collateral given at any time to secure the payment of the Obligations or Tenant's Obligations; (xiv) any right, right or claim or offset which whatsoever that Guarantor may have against Tenant or Landlord or the Borrowersuccessors or assigns of any of them or any change in control, ownership or affiliation among any Guarantor and Tenant; or (lxv) any defense (other than the payment payment, performance or observance in full of all of the Indebtedness Hereby Guaranteed Obligations and performance of the Tenant's Obligations, in accordance with its terms) that the Guarantor may or might have as to its respective undertakings, liabilities and obligations Obligations hereunder, including any defenses based upon any legal disability of Tenant or any discharge or limitation of the liability of Tenant to Landlord, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.. 992507_9 8

Continuing Guaranty. This Guaranty shall be is a continuing guaranty, shall and the obligations, undertakings and conditions to be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and performed or observed by Guarantor under this Guaranty shall not be dischargedaffected or impaired by reason of the happening from time to time of the following with respect to the Documents, impaired all without notice to, or affected by the further consent of, Guarantor: (a) the existence waiver by Lessor of the observance or continuance performance by Lessee or Guarantor of any obligation on the part of the Borrower on obligations, undertakings, conditions or with respect other provisions contained in any of the Documents, except to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documentsextent of such waiver; (b) the power extension, in whole or authority (or any lack thereof) in part, of the Borrower to issue time for payment of any amount owing or payable under the Notes or to execute, acknowledge or deliver any other Loan DocumentDocuments; (c) the validity modification or invalidity amendment (whether material or otherwise) of any of the Notes obligations of Lessee under, or any other Loan Documentprovisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Lessor to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Lessor in any of the Documents or any action on the part of Lessor granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Lessee under all or any of the Documents; (g) the release or discharge of Lessee from the performance or observance of any obligation, undertaking or condition to be performed by Lessee under any of the termsDocuments by operation of law, provisions, covenants and agreements contained in the Notes including any rejection or other Loan Documents; (e) disaffirmance of any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all Documents in any bankruptcy or any part of the property referred to in the Loan Documents to any other corporation, person or entitysimilar proceedings; (h) the receipt and acceptance by Lessor or any saleother Person of notes, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification checks or other disposition instruments for the payment of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonemoney and extensions and renewals thereof; (i) the acceptance any action, inaction or election of remedies by the Lender Lessor which results in any impairment or destruction of any security forsubrogation rights of Guarantor, or any rights of Guarantor to proceed against any other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or ObligationsPerson for reimbursement; (j) any failuresetoff, neglect defense, counterclaim, abatement, recoupment, reduction, change in law or omission on any other event or circumstance which might otherwise constitute a legal or 2 4000-0000-0000.4 STORE/Ampco Guaranty 3 Properties in PA and IN File No.: 7210/02-637 equitable discharge or defense of a guarantor, indemnitor or surety under the part laws of the Lender to realize Commonwealth of Pennsylvania, the states in which the Properties are located or protect any other jurisdiction; and (k) the renewal of any of the Indebtedness Hereby Guaranteed Obligations. Notwithstanding the foregoing or any collateral or security thereforanything contained in this Guaranty to the contrary, or Guarantor shall have the right to exercise any lien upon or right or appropriation of any moneys, credits or property of assert all claims and defenses hereunder and under the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only Lease to the extent thereof; that Lessee is permitted such claim or (m) any understanding or agreement that any other persondefense, firm or corporation was or is with respect to execute this Guaranty or the Notes or any of the Loan DocumentsLease, by applicable law.

Continuing Guaranty. This Each Guarantor agrees that this Guaranty shall be is a present and continuing guarantyguaranty of payment and not of collection and that each Guarantor’s obligations under this Guaranty is unconditional, shall be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by (a) the existence or continuance irrespective of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance waiver or consent by the Lender Bank with respect to any provision of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents, or any amendment, modification or other change with respect to any of the Loan Documents, (ii) any merger or consolidation of Borrower, any Guarantor, or any other guarantor of all or part of the Guaranteed Obligations into or with any Person or any change in the ownership of the equity of Borrower, any Guarantor, or any other guarantor of all or part of the Guaranteed Obligations, (iii) any dissolution of Borrower, any Guarantor, or any other guarantor of all or part of the Guaranteed Obligations, or any insolvency, bankruptcy, liquidation, reorganization or similar Proceedings with respect to Borrower, any Guarantor, or any other guarantor of all or part of the Guaranteed Obligations, (iv) any action or inaction on the part of Bank, including the absence of any attempt to collect the Guaranteed Obligations from Borrower, any Guarantor, or any other guarantor of all or part of the Guaranteed Obligations or other action to enforce the same or the failure by Bank to take any steps to perfect and maintain its Lien on, or to preserve its rights to, any security or collateral for the Guaranteed Obligations, (v) the validity or enforceability of the Guaranteed Obligations or any part thereof or any of the other Loan Documents (vi) Bank’s election, in any Proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. §101 et seq.), as amended (the Bankruptcy Code) of the application of §1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a Lien by Borrower, any Guarantor, or any other guarantor of all or part of the Guaranteed Obligations, as debtor-in-possession, under §364 of the Bankruptcy Code, (viii) the disallowance, under §502 of the Bankruptcy Code, of all or any portion of Bank’s claims for repayment of the Guaranteed Obligations, (ix) Bank’s inability to enforce the Guaranteed Obligations of Borrower as a result of the automatic stay provisions of §362 of the Bankruptcy Code, or (x) the discharge or release by Bank of any Guarantor’s obligations and liabilities under this Guaranty.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Agent (BUT SUBJECT TO TXX XXXXXXXXXX XX XXXXXXX 0X XXXXX), for the benefit of Bank, at the address indicated above, or at such other address as Agent may direct, in lawful money of the United States, and to perform for the benefit of Bank, all Indebtedness of Borrower now or hereafter owing to or held by PNC, and all Indebtedness of Borrower now or hereafter owing to or held by Bank pursuant to or in connection with the Loan Agreement. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation, BUT SUBJECT TO THE PROVISIONS OF SECTION 1A BELOW: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or hereafter made, incurred, or created, whether directly or acquired by assignment or otherwise, or held on behalf of others, however arising, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Bank to Borrower in Bank's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Bank of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Bank to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the to permit Borrower to incur Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan DocumentsBank.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Coast, at the address indicated above, or at such other address as Coast may direct, in lawful money of the United States, and to perform for the benefit of Coast, all Indebtedness of Borrower now or hereafter owing to or held by Coast. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or hereafter made, incurred, or created, whether directly to Coast or acquired by Coast by assignment or otherwise, or held by Coast on behalf of others, however arising, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Xxxxx Xxxxxxxx Credit Continuing Guaranty -------------------------------------------------------------------- Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Coast to Borrower in Coast's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Coast of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Coast to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the to permit Borrower to incur Indebtedness to Coast. All sums due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan DocumentsIndebtedness.

Continuing Guaranty. This Guaranty shall be a continuing guarantyis an absolute, shall be binding upon the Guarantor, its successors and assignsunconditional, and shall remain continuing guaranty of payment and performance of the Obligations, and, except as otherwise set forth in full force and effectthe Credit Agreement, and the obligations of the Guarantors hereunder shall not be dischargedreleased, impaired in whole or affected in part, by any action or thing that might, but for this Section 3, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. No notice of the Obligations 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 any Guarantor from liability hereunder. Each Guarantor hereby expressly waives (a) the existence demand of payment, presentment, protest, notice of dishonor, nonpayment, or continuance of nonperformance on any obligation on the part and all forms of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan DocumentsObligations; (b) the power or authority (or notice of acceptance of this Guaranty and notice of any lack thereof) of the Borrower liability to issue the Notes or to execute, acknowledge or deliver any other Loan Documentwhich it may apply; (c) all other notices and demands of any kind and description relating to the validity Obligations now or invalidity of the Notes hereafter provided for by any agreement, statute, law, rule, or any other Loan Documentregulation; and (d) any and all defenses of the Borrower pertaining to the Obligations except for the defense whatsoever of discharge by payment. Except as otherwise set forth in the Credit Agreement, no Guarantor shall be exonerated with respect to its liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the Borrower may or might have to Obligations constitute the payment direct and primary obligations of the Indebtedness Hereby Guaranteed or to Guarantors and that the performance or observance covenants, agreements, and all obligations of the Guarantors hereunder be absolute, unconditional, and irrevocable. The Guarantors shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of the termstrust, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of security agreement securing all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which whether or not the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property liability of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments other Person for such deficiency is discharged pursuant to statute, judicial decision, or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documentsotherwise.

Continuing Guaranty. This Guaranty shall be is a continuing guaranty, shall and the obligations, undertakings and conditions to be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and performed or observed by Guarantor under this Guaranty shall not be dischargedaffected or impaired by reason of the happening from time to time of the following with respect to the Documents, impaired all without notice to, or affected by the further consent of, Guarantor: (a) the existence waiver by Landlord of the observance or continuance performance by Tenant or Guarantor of any obligation on the part of the Borrower on obligations, undertakings, conditions or with respect other provisions contained in any of the Documents, except to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documentsextent of such waiver; (b) the power extension, in whole or authority (or any lack thereof) in part, of the Borrower to issue time for payment of any amount owing or payable under the Notes or to execute, acknowledge or deliver any other Loan DocumentDocuments; (c) the validity modification or invalidity amendment (whether material or otherwise) of any of the Notes obligations of Tenant under, or any other Loan Documentprovisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Landlord to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Landlord in any of the Documents or any action on the part of Landlord granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Tenant under all or any of the Documents; (g) the release or discharge of Tenant from the performance or observance of any obligation, undertaking or condition to be performed by Tenant under any of the termsDocuments by operation of law, provisions, covenants and agreements contained in the Notes including any rejection or other Loan Documents; (e) disaffirmance of any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all Documents in any bankruptcy or any part of the property referred to in the Loan Documents to any other corporation, person or entitysimilar proceedings; (h) the receipt and acceptance by Landlord or any saleother Person of notes, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification checks or other disposition instruments for the payment of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonemoney and extensions and renewals thereof; (i) the acceptance any action, inaction or election of remedies by the Lender Landlord which results in any impairment or destruction of any security forsubrogation rights of Guarantor, or any rights of Guarantor to proceed against any other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or ObligationsPerson for reimbursement; (j) any failuresetoff, neglect defense, counterclaim, abatement, recoupment, reduction, change in law or omission on any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor or surety under the part laws of the Lender to realize State of Arizona, the state in which the Property is located or protect any other jurisdiction; and (k) the termination or renewal of any of the Indebtedness Hereby Guaranteed Obligations or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent provision thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents. 4.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Coast, at the address indicated above, or at such other address as Coast may direct, in lawful money of the United States, and to perform for the benefit of Coast, all Indebtedness of Borrower now or hereafter owing to or held by Coast. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them to Coast, heretofore, now, or hereafter made, incurred, or created, however arising, whether voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated, certain or uncertain, determined or undetermined, monetary or non-monetary, written or oral, and whether Borrower may be a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instrument, document or agreement; and (c) any and all reasonable attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Coast to Borrower in Coast's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Coast of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Coast to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the to permit Borrower to incur Indebtedness to Coast. All sums due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan DocumentsIndebtedness.

Continuing Guaranty. This Guarantor's obligations under this Guaranty shall be a continuing guarantyare primary, shall be binding upon absolute and unconditional. Only full and irrevocable payment and performance of the Guaranteed Debt will discharge Guarantor, its successors and assigns, and shall remain in full force and effect, and shall 's obligations under this Guaranty. Guarantor's obligations under this Guaranty are not be discharged, impaired or affected by by: (a) the existence genuineness, validity, regularity or continuance of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteedenforceability of, or any Obligation under amendment or change in the Agreement or the other Loan Documents, or any change in or extension of the manner, place or terms of payment of, all or any portion of the Guaranteed Debt; (b) Lenders' taking or failure to take any action to enforce the Agreement or the other Loan Documents, or Lenders' exercise or failure to exercise any remedy, power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements privilege contained in the Notes Loan Documents or available at law or otherwise, or the waiver by Lenders of any provisions of the Agreement or the other Loan Documents; (ec) any impairment, modification, change, release or limitation or exculpation of liability on the part in any manner of the liability of Borrower or its estate in bankruptcy, or of any remedy for the enforcement of Borrower's liability, resulting from the operation of any present or future provision of the bankruptcy laws or any other statute or regulation, or the dissolution, bankruptcy, insolvency or reorganization of Borrower; (fd) the dissolution merger or consolidation of the Borrower; (g) the , or any sale or transfer by the Borrower of all or any part of its assets or property; (e) any claim Guarantor may have against any other Obligor, including any claim of contribution; (f) the property referred to release, in the Loan Documents whole or in part, of any other guarantor (if more than one), Borrower or any other Obligor; (g) any settlement or compromise with any Obligor with respect to any other corporation, person Guaranteed Debt or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any the subordination of the Indebtedness Hereby Guaranteed, or any payment of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed Debt to the payment of any other debts or Obligations; (j) claims that may at any failure, neglect or omission on the part of the Lender time be due and owing to realize or protect any of the Indebtedness Hereby Guaranteed Lenders or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrowerother Person; or (lh) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission action or circumstance whatsoever that may (whether with or not specifically enumerated abovewithout notice to or knowledge of Guarantor) except in any manner or to any extent vary the due and punctual payment risks of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute Guarantor under this Guaranty or otherwise constitute a legal or equitable discharge or defense. Guarantor's obligations under this Guaranty are in addition to Guarantor's obligations under any other guaranties of the Notes Guaranteed Debt or any other obligations of Borrower or any other Persons, and this Guaranty does not affect or invalidate those other guaranties. Guarantor's liability to Lenders are deemed to be the Loan Documentsaggregate liability of Guarantor under the terms of this Guaranty and any other guaranties made in favor of Lenders before or after the date of this Guaranty.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to CB&T, at the address indicated above, or at such other address as CB&T may direct, in lawful money of the United States, and to perform for the benefit of CB&T, as and for Guarantor's own debt, all Indebtedness of Borrower now or hereafter owing to or held by CB&T, until the Indebtedness has been indefeasibly paid in full in accordance with Section 12 hereof. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower under that certain Loan and Security Agreement of even date herewith heretofore, now, or hereafter made, incurred, or created, however arising, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or otherwise unenforceable; and (b) any and all amendments and modifications, of any or all of the foregoing, including without limitation amendments and modifications which are evidenced by any new or additional instruments, documents or agreements; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof; provided, however, that unless this Guaranty is renewed by Guarantor, Indebtedness shall not include any of the foregoing relating to loans made by CB&T to Borrower after the date hereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by CB&T to Borrower in CB&T's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that CB&T of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by CB&T to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the to permit Borrower to incur Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.CB&T.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Coast, at the address indicated above, or at such other address as Coast may direct, in lawful money of the United States, and to perform for the benefit of Coast, all Indebtedness of Borrower now or hereafter owing to or held by Coast. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or hereafter made, incurred, or created, whether directly to Coast or acquired by Coast by assignment or otherwise, or held by Coast on behalf of others, however arising, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Coast to Borrower in Coast's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Coast of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Coast to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the to permit Borrower to incur Indebtedness to Coast. All sums due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan DocumentsIndebtedness.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Coast, at the address indicated above, or at such other address as Coast may direct, in lawful money of the United States, and to perform for the benefit of Coast, all Indebtedness of Borrower now or hereafter owing to or held by Coast. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or hereafter made, incurred, or created, whether directly to Coast or acquired by Coast by assignment or otherwise, or held by Coast on behalf of others, however arising, 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 a continuing guarantyliable individually or jointly with others, shall and regardless of whether recovery thereon may be binding upon or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or 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 instrument, document or agreement; and (c) any and all attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to the business and assets of Coast Business Credit Continuing Guaranty -------------------------------------------------------------------- Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Coast to Borrower in Coast's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Coast of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Coast to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the to permit Borrower to incur Indebtedness to Coast. All sums due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan DocumentsIndebtedness.

Continuing Guaranty. This Guaranty The Guarantor agrees that the performance of the Obligations by the Guarantor shall be a continuing guarantyprimary obligation, shall not be binding subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the GuarantorGuarantor may have against CTI, its successors and assignsFlexo, any other guarantor of the Obligations or any other person or entity, and shall remain in full force and effecteffect without regard to, and shall not be dischargedreleased, impaired discharged or affected by in any way by, any circumstance or condition (whether or not the Guarantor shall have any knowledge thereof), including without limitation: (a) the existence any lack of validity or continuance enforceability of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Debt Documents; (b) the power any termination, amendment, modification or authority (or other change in any lack thereof) of the Borrower to issue Debt Documents, including, without limitation, any modification of the Notes or to execute, acknowledge or deliver any other Loan Documentinterest rate(s) described therein; (c) the validity any furnishing, exchange, substitution or invalidity release of any Collateral (as hereinafter defined) securing repayment of the Notes Debt, or any other Loan Documentfailure to perfect any lien in such Collateral; (d) any defense whatsoever that failure, omission or delay on the Borrower may part of Flexo, the Guarantor or might have CTI to the payment conform or comply with any term of any of the Indebtedness Hereby Guaranteed Debt Documents or any failure of CTI to give notice of an Event of Default (as defined in the Notes); (e) any waiver, compromise, release, settlement or extension of time of payment or performance or observance of any of the terms, provisions, covenants and obligations or agreements contained in any of the Notes or other Loan Debt Documents; (ef) any limitation action or exculpation inaction by CTI under or in respect of liability any of the Debt Documents, any failure, lack of diligence, omission or delay on the part of the Borrower; (f) the dissolution CTI to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred on it in any of the BorrowerDebt Documents, or any other action or inaction on the part of CTI; (g) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the transfer by benefit of creditors, composition, receivership, liquidation, marshalling of assets and liabilities or similar events or proceedings with respect to Flexo, the Borrower of all Guarantor or any part of their respective property or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; (h) any merger or consolidation of Flexo into or with any entity, or any sale, lease or transfer of any of the property referred to in assets of Flexo or the Loan Documents Guarantor to any other corporation, person or entity; (hi) any salechange in the ownership of Flexo or any change in the relationship between Flexo, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification the Guarantor or other disposition any termination of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligationssuch relationship; (j) any failure, neglect release or omission on discharge by operation of law of Flexo or the part of the Lender to realize Guarantor from any obligation or protect agreement contained in any of the Indebtedness Hereby Guaranteed Debt Documents; or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any rightother occurrence, claim circumstance, happening or offset event, whether similar or dissimilar to the foregoing and whether foreseen or unforeseen, which Guarantor may have against the Borrower; otherwise might constitute a legal or (l) any equitable defense (other than the payment or discharge of the Indebtedness Hereby Guaranteed and performance liabilities of the Obligations, in accordance with its terms) that a guarantor or surety or which otherwise might limit recourse against Flexo or the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the fullest extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documentspermitted by law.

Continuing Guaranty. This 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 Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that, (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and (b) the liability of each Guarantor individually with respect to this Guaranty shall be a continuing guarantylimited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, 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 Loan Party 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 the each Guarantor, its successors and assigns, and shall remain in full force and effect, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be discharged, impaired or affected by (a) the existence illegality, genuineness, validity, regularity or continuance enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any obligation on collateral therefor, or by any fact or circumstance relating to the part Secured Obligations which might otherwise constitute a defense to the obligations of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby GuaranteedGuarantors, or any of the Obligationsthem, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that under this Guaranty, ​ ​ ​ ​ and the undertakings, liabilities and obligations each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documentsforegoing.

Continuing Guaranty. This Guaranty shall be is a continuing guaranty, shall and the obligations, undertakings and conditions to be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and performed or observed by Guarantor under this Guaranty shall not be dischargedaffected or impaired by reason of the happening from time to time of the following with respect to the Documents, impaired all without notice to, or affected by the further consent of, Guarantor: (a) the existence waiver by Lessor of the observance or continuance performance by Lessee or Guarantor of any obligation on the part of the Borrower on obligations, undertakings, conditions or with respect other provisions contained in any of the Documents, except to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documentsextent of such waiver; (b) the power extension, in whole or authority (or any lack thereof) in part, of the Borrower to issue time for payment of any amount owing or payable under the Notes or to execute, acknowledge or deliver any other Loan DocumentDocuments; (c) the validity modification or invalidity amendment (whether material or otherwise) of any of the Notes obligations of Lessee under, or any other Loan Documentprovisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Lessor to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Lessor in any of the Documents or any action on the part of Lessor granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Lessee under all or any of the Documents; (g) the release or discharge of Lessee from the performance or observance of any obligation, undertaking or condition to be performed by Lessee under any of the termsDocuments by operation of law, provisions, covenants and agreements contained in the Notes including any rejection or other Loan Documents; (e) disaffirmance of any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all Documents in any bankruptcy or any part of the property referred to in the Loan Documents to any other corporation, person or entitysimilar proceedings; (h) the receipt and acceptance by Lessor or any saleother Person of notes, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification checks or other disposition instruments for the payment of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonemoney and extensions and renewals thereof; (i) the acceptance any action, inaction or election of remedies by the Lender Lessor which results in any impairment or destruction of any security forsubrogation rights of Guarantor, or any rights of Guarantor to proceed against any other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or ObligationsPerson for reimbursement; (j) any failuresetoff, neglect defense, counterclaim, abatement, recoupment, reduction, change in law or omission on any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor or surety under the part laws of the Lender to realize Commonwealth of Pennsylvania, the states in which the Properties are located or protect any other jurisdiction; and (k) the renewal of any of the Indebtedness Hereby Guaranteed Obligations. Notwithstanding the foregoing or any collateral or security thereforanything contained in this Guaranty to the contrary, or Guarantor shall have the right to exercise any lien upon or right or appropriation of any moneys, credits or property of assert all claims and defenses hereunder and under the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only Lease to the extent thereof; that Lxxxxx is permitted such claim or defense, with respect to the Lease, by applicable law. In addition to the foregoing, Guarantor represents and warrants to Lessor that (mi) any understanding or agreement that any other person, firm or corporation was or it is the borrower on all corporate debt with respect to execute this Guaranty or the Notes or any of the Loan DocumentsLessee and Lessee Entities.

Continuing Guaranty. This Guaranty shall be is a continuing guaranty, shall and the obligations, undertakings and conditions to be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect, and performed or observed by Guarantor under this Guaranty shall not be dischargedaffected or impaired by reason of the happening from time to time of the following with respect to the Documents, impaired all without notice to, or affected by the further consent of, Guarantor: (a) the existence waiver by Lessor of the observance or continuance performance by Lessee or Guarantor of any obligation on the part of the Borrower on obligations, undertakings, conditions or with respect other provisions contained in any of the Documents, except to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documentsextent of such waiver; (b) the power extension, in whole or authority (or any lack thereof) in part, of the Borrower to issue time for payment of any amount owing or payable under the Notes or to execute, acknowledge or deliver any other Loan DocumentDocuments; (c) the validity modification or invalidity amendment (whether material or otherwise) of any of the Notes obligations of Lessee under, or any other Loan Documentprovisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Lessor to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Lessor in any of the Documents or any action on the part of Lessor granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Lessee under all or any of the Documents; (g) the release or discharge of Lessee from the performance or observance of any obligation, undertaking or condition to be performed by Xxxxxx under any of the termsDocuments by operation of law, provisions, covenants and agreements contained in the Notes including any rejection or other Loan Documents; (e) disaffirmance of any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all Documents in any bankruptcy or any part of the property referred to in the Loan Documents to any other corporation, person or entitysimilar proceedings; (h) the receipt and acceptance by Lessor or any saleother Person of notes, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification checks or other disposition instruments for the payment of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyonemoney and extensions and renewals thereof; (i) the acceptance any action, inaction or election of remedies by the Lender Lessor which results in any impairment or destruction of any security forsubrogation rights of Guarantor, or any rights of Guarantor to proceed against any other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or ObligationsPerson for reimbursement; (j) any failuresetoff, neglect defense, counterclaim, abatement, recoupment, reduction, change in law or omission on any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor or surety under the part laws of the Lender to realize Commonwealth of Pennsylvania, the states in which the Properties are located or protect any other jurisdiction; and (k) the renewal of any of the Indebtedness Hereby Guaranteed Obligations. Notwithstanding the foregoing or any collateral or security thereforanything contained in this Guaranty to the contrary, or Guarantor shall have the right to exercise any lien upon or right or appropriation of any moneys, credits or property of assert all claims and defenses hereunder and under the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only Lease to the extent thereof; that Xxxxxx is permitted such claim or defense, with respect to the Lease, by applicable law. In addition to the foregoing, Guarantor represents and warrants to Lessor that (mi) any understanding or agreement that any other person, firm or corporation was or it is the borrower on all corporate debt with respect to execute this Guaranty or the Notes or any of the Loan DocumentsLessee and Lessee Entities.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Bank, at the address indicated above, or at such other address as Bank may direct, in lawful money of the United States, and to perform for the benefit of Bank, as and for Guarantor’s own debt, all Indebtedness of Borrower now or hereafter owing to or held by Bank, until the Indebtedness has been indefeasibly paid in full in accordance with Section 12 hereof. As used herein, the term “Indebtedness” is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower heretofore, now, or hereafter made, incurred, or created in connection with that certain Business Loan Agreement between Borrower and Bank of even date herewith (the “Loan Agreement”) or in connection with a foreign exchange facility between Borrower and Bank (the “F/X Facility”), whether directly to Bank or acquired by Bank by assignment or otherwise, or held by Bank on behalf of others, however arising, 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 a continuing guarantyliable 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 proceeding, or 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 instruments, documents or agreements; and (c) any and all reasonable attorneys’ fees of outside counsel, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower (to the extent owed by Borrower pursuant to the terms of the Loan Agreement or an F/X Facility), Guarantor (to the extent owed by Guarantor pursuant to the terms of this Guaranty) or any other person liable thereon (whether or not suit be brought) and any other expenses of, for or incidental to collection thereof. As used herein, the term “Borrower” shall be binding upon include any successor to the Guarantor, its successors business and assignsassets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person in connection with the Loan Agreement or an F/X Facility shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Bank to Borrower pursuant to the Loan Agreement and/or an F/X Facility, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Bank of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Bank to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the to permit Borrower to incur Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan DocumentsBank.

Continuing Guaranty. This Guaranty Guarantor hereby unconditionally guarantees and promises to pay on demand to Coast, which demand shall be a continuing guarantymade by Coast only after the occurrence of an Event of Default under the Loan Agreement, at the address indicated above, or at such other address as Coast may direct, in lawful money of the United States, and to perform for the benefit of Coast, all Indebtedness of Borrower now or hereafter owing to or held by Coast. As used herein, the term "Indebtedness" is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or any one or more of them, heretofore, now, or hereafter made, incurred, or created, whether directly to Coast or acquired by Coast by assignment or otherwise, or held by Coast on behalf of others, however arising, 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 binding upon 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 proceeding, or 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 instrument, document or agreement; and (c) any and all reasonable attorneys' fees, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower, Guarantor, its successors or any other person liable thereon (whether or not suit be brought) and assignsany other expenses of, for or incidental to collection thereof. As used herein, the term "Borrower" shall include any successor to substantially all the business and assets of Borrower, and shall remain also include Borrower in full force and effectits capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and shall not be dischargedany trustee, impaired custodian or affected by (a) the existence or continuance of any obligation on the part of the receiver for Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of its assets, should Borrower hereafter become the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender subject of any security forbankruptcy or insolvency proceeding, voluntary or other guarantors upon, involuntary; and all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakingsindebtedness, liabilities and obligations hereunderincurred by any such person shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, each from time to time, be given by Coast to Borrower in Coast's sole discretion, but Guarantor acknowledges and every such defense being hereby waived agrees that acceptance by the Guarantor; it being understood and agreed that Coast of this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder Guaranty shall not be affected, discharged, impaired constitute a commitment of any kind by Coast to extend such credit or varied by any act, omission other financial accommodation to Borrower or circumstance whatsoever (whether or not specifically enumerated above) except the to permit Borrower to incur Indebtedness to Coast. All sums due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute under this Guaranty or shall bear interest from the Notes or date due until the date paid at the highest rate charged with respect to any of the Loan DocumentsIndebtedness.