Common use of Foreign Currency Clause in Contracts

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit Agreement

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Equivalent Dollar Equivalent Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office main Chicago office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors Parent Exhibit F to Fifth Amended and Restated Credit Agreement Guarantor in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G F to Fifth Amended and Restated Credit Agreement

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit Agreement.

Foreign Currency. The specification If, for the purposes of payment obtaining judgment in a specific currency at a specific place and time pursuant any court in any jurisdiction with respect to the Credit Agreement, any Note this Agreement or any other Loan Document is essential. That agreement between Seller and FGI, it becomes necessary to convert into a particular currency or those currencies are also (the currency of account and payment “Judgment Currency”) any amount due under this Guaranty. If Agreement or such other agreement in any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in Judgment Currency (the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty“Currency Due”), the Administrative Agent may, at its option, require such payment to then conversion shall be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Dollar Equivalent and at the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office prevailing on the Business Day preceding that business day (in New York, New York) before the day on which final, non-appealable, judgment is given. The obligations In this Section 24, “rate of exchange” means the Guarantors in respect of any sum due to any Lenderrate at which FGI is able, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lenderrelevant date, to purchase the Swing line Lender, Currency Due with the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may Judgment Currency in accordance with normalits normal practice at its office in New York, reasonable banking procedures purchase New York. In the specified currency with event that there is a change in the rate of exchange prevailing between such business day and the date of receipt by FGI of the amount due, Seller will, on the date of receipt by FGI, pay FGI such additional amount, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by FGI on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by it is the amount then due under this Agreement or such other currencyagreement in the Currency Due. If the amount of the specified currency Currency Due which FGI is so purchased able to purchase is less than the sum amount of the Currency Due originally due to such Lenderit, the Swing line Lender, the L/C Issuer Seller shall indemnify and save FGI harmless from and against all loss or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate obligation and independent from the other obligations contained in this Agreement and any such other agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by FGI from time to time and shall continue in full force and effect notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result order for a liquidated sum in payment respect of the an amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit AgreementAgreement or any such other agreement or under any judgment or order.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent mayso notifies the Guarantors in writing, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office on ’s sole and absolute discretion, payments under this Guaranty shall be the Business Day preceding that on which final, non-appealable, judgment is given. The obligations U.S. Dollar equivalent of the Guarantors in respect Guaranteed Obligations or any portion thereof, determined as of the date payment is made. If any sum due claim arising under or related to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any this Guaranty is reduced to judgment denominated in a currency (the “Judgment Currency”) other than the specified currency, be discharged only to currencies in which the extent that on Guaranteed Obligations are denominated or the Business Day following receipt by such Lendercurrencies payable hereunder (collectively the “Obligations Currency”), the Swing line Lender, judgment shall be for the L/C Issuer or equivalent in the Administrative Agent (as the case may be) Judgment Currency of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than claim denominated in the sum originally due to such LenderObligations Currency included in the judgment, determined as of the Swing line Lender, date of judgment. The equivalent of any Obligations Currency amount in any Judgment Currency shall be calculated at the L/C Issuer or spot rate for the purchase of the Obligations Currency with the Judgment Currency quoted by the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or place of the Administrative Agent, as ’s choice at or about 8:00 a.m. on the case may be, date for determination specified above. Each Guarantor shall indemnify the Administrative Agent and hold the Administrative Agent harmless from and against all loss or damage resulting from any change in exchange rates between the date any claim is reduced to judgment and the date of payment thereof by such loss. In the event that Guarantor or any payment, whether pursuant to a judgment or otherwise, does not result in payment failure of the amount of currency due under any such judgment to be calculated as provided in this Guarantyparagraph. Executed this day of , upon conversion to the currency of account 2014. SONUS FEDERAL, INC. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer NETWORK EQUIPMENT TECHNOLOGIES, INC. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Chief Executive Officer, President and transfer to the place specified for paymentTreasurer PERFORMANCE TECHNOLOGIES, the Administrative Agent INCORPORATED By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Chief Executive Officer, President and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiencyTreasurer SONUS INTERNATIONAL, INC. Exhibit G to Fifth Amended By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer, Assistant Secretary and Restated Credit AgreementVice President

Foreign Currency. The specification Whenever the Depositary or a Custo­dian shall receive Foreign CurrencyWhenever the Depositary or the Custodian shall receive foreign currency, by way of payment dividends or other distributions or the net proceeds from the sale of securities, property, or rights, preferences or privileges and if at the time of the receipt thereof the Foreign Currencyforeign currency so received can in the judgment of the Depositary be converted on a specific currency at a specific place reasonable basis into Dollars and time pursuant the resulting Dollars transferred to the Credit AgreementUnited States, any Note the Depositary shall convert or cause to be converted, by sale or in any other Loan Document manner that it may determine, such Foreign Currencyforeign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have dis­tributeddistributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an aver­agedaveraged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any fees and expenses of conversion into Dollars incurred by the Depositary as provided in Article 7 hereof and Section 5.095.9 of the Deposit Agreement. If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for ap­provalapproval or license, if any, as it may deem desirable; provided, however, that the Company willshall not be obligated to make any such filings. If at any time the Depositary or a Custodian shall determine that in its judgment any Foreign Currencyforeign currency received by the Depositary or athe Custodian is essential. That not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary shall, in its discretion, but subject to applicable laws and regulations, either (i)may distribute the Foreign Currencyforeign currency (or those currencies are also an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) received by the Depositary to the Owners en­titled to receive the same or (ii) hold such Foreign Currency, or in its discretion may hold such foreign currency of account uninvested and payment under this Guarantywithout liability for interest thereon for the respective accounts of, the Owners entitled to receive the same and distribute to them ap­propriate warrants or other instruments evidencing the right to receive such Foreign Currency. If any Subsidiary Guarantor is unable such conversion of Foreign Currencyforeign currency, in whole or in part, cannot be effected for any reason distribution to effect payment some of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this GuarantyOwners entitled thereto, the Administrative Agent may, at Depositary may in its option, require discretion make such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended conversion and Restated Credit Agreement principal office distribution in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only Dollars to the extent that on permissible to the Business Day following receipt Owners entitled thereto and, with respect to may distribute the balance of the foreign currency received by the Depositary to, or hold such LenderForeign Currency, shall in its discretion, but subject to any applicable laws or regulations, either (i) distribute or make available for distribution the balance to the Owners entitled thereto with respect to whom such conversion could not then be effected or (ii) hold such balancebalance uninvested and without liability for interest thereon for the respective accounts of such Owners and distribute to them appropriate warrants or other instruments evidencing their rights to receive such balance, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit AgreementOwners entitled thereto.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement ’s principal office in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's ’s Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors in respect of any sum due to any Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent Agent, any Hedge Bank under a Guaranteed Hedge Agreement or any Cash Management Bank under a Guaranteed Cash Management Agreement hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative AgentAgent or such Hedge Bank or Cash Management Bank, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit Agreement.

Foreign Currency. The specification If, for the purposes of payment obtaining judgment in a specific currency at a specific place and time pursuant any court in any jurisdiction with respect to the Credit Agreement, any Note this Agreement or any other Loan Document is essential. That agreement between Seller and FGI, it becomes necessary to convert into a particular currency or those currencies are also (the currency of account and payment “Judgment Currency”) any amount due under this Guaranty. If Agreement or such other agreement in any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in Judgment Currency (the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty“Currency Due”), the Administrative Agent may, at its option, require such payment to then conversion shall be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Dollar Equivalent and at the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office prevailing on the Business Day preceding that business day (in New York, New York) before the day on which final, non-appealable, judgment is given. The obligations In this Section 25, “rate of exchange” means the Guarantors in respect of any sum due to any Lenderrate at which FGI is able, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lenderrelevant date, to purchase the Swing line Lender, Currency Due with the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may Judgment Currency in accordance with normalits normal practice at its office in New York, reasonable banking procedures purchase New York. In the specified currency with event that there is a change in the rate of exchange prevailing between such business day and the date of receipt by FGI of the amount due, Seller will, on the date of receipt by FGI, pay FGI such additional amount, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by FGI on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by it is the amount then due under this Agreement or such other currencyagreement in the Currency Due. If the amount of the specified currency Currency Due which FGI is so purchased able to purchase is less than the sum amount of the Currency Due originally due to such Lenderit, the Swing line Lender, the L/C Issuer Seller shall indemnify and save FGI harmless from and against all loss or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate obligation and independent from the other obligations contained in this Agreement and any such other agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by FGI from time to time and shall continue in full force and effect notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result order for a liquidated sum in payment respect of the an amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit AgreementAgreement or any such other agreement or under any judgment or order.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Equivalent Dollar Equivalent Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office main Chicago office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors Parent Guarantor in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit Agreement.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement ’s principal office in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's ’s Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors in respect of any sum due to any Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit Agreement.

Foreign Currency. The specification If, for the purposes of payment obtaining judgment in a specific currency at a specific place and time pursuant any court in any jurisdiction with respect to the Credit Agreement, any Note this Agreement or any other Loan Document is essential. That agreement between Seller and FGI, it becomes necessary to convert into a particular currency or those currencies are also (the currency of account and payment “Judgment Currency”) any amount due under this Guaranty. If Agreement or such other agreement in any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in Judgment Currency (the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty“Currency Due”), the Administrative Agent may, at its option, require such payment to then conversion shall be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Dollar Equivalent and at the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office prevailing on the Business Day preceding that business day (in New York, New York) before the day on which final, non-appealable, judgment is given. The obligations In this Section 9.23, “rate of exchange” means the Guarantors in respect of any sum due to any Lenderrate at which FGI is able, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lenderrelevant date, to purchase the Swing line Lender, Currency Due with the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may Judgment Currency in accordance with normalits normal practice at its office in New York, reasonable banking procedures purchase New York. In the specified currency with event that there is a change in the rate of exchange prevailing between such business day and the date of receipt by FGI of the amount due, Seller will, on the date of receipt by FGI, pay FGI such additional amount, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by FGI on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by it is the amount then due under this Agreement or such other currencyagreement in the Currency Due. If the amount of the specified currency Currency Due which FGI is so purchased able to purchase is less than the sum amount of the Currency Due originally due to such Lenderit, the Swing line Lender, the L/C Issuer Seller shall indemnify and save FGI harmless from and against all loss or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate obligation and independent from the other obligations contained in this Agreement and any such other agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by FGI from time to time and shall continue in full force and effect notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result order for a liquidated sum in payment respect of the an amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit AgreementAgreement or any such other agreement or under any judgment or order.

Foreign Currency. The specification If the Administrative Agent so notifies the Guarantor in writing, at the Lenders’ sole and absolute discretion, payments under this Guaranty shall be the U.S. Dollar equivalent of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note Guaranteed Obligations or any other Loan Document portion thereof, determined as of the date payment is essential. That currency or those currencies are also the currency of account and payment under this Guarantymade. If any Subsidiary Guarantor claim arising under or related to this Guaranty is unable for any reason reduced to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment denominated in a currency (the “Judgment Currency”) other than the specified currency, be discharged only to currencies in which the extent that on Guaranteed Obligations are denominated or the Business Day following receipt by such Lendercurrencies payable hereunder (collectively the “Obligations Currency”), the Swing line Lender, judgment shall be for the L/C Issuer or equivalent in the Administrative Agent (as the case may be) Judgment Currency of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) claim denominated in the specified currency, each Guarantor agrees, to Obligations Currency included in the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, determined as of the date of judgment. The equivalent of any Obligations Currency amount in any Judgment Currency shall be calculated at the spot rate for the purchase of the Obligations Currency with the Judgment Currency quoted by the Lenders in the place of the Lenders’ choice at or about 8:00 a.m. on the date for determination specified above. The Guarantor shall indemnify the Lenders and hold the Lenders harmless from and against all loss or damage resulting from any change in exchange rates between the date any claim is reduced to indemnify such Lender, judgment and the Swing line Lender, date of payment thereof by the L/C Issuer Guarantor or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment failure of the amount of currency due any such judgment to be calculated as provided in this paragraph. Executed as of the 6th day of March, 2006. SUNRISE SENIOR LIVING, INC. By: [SEAL] Name: Title: SCHEDULE A TO COMPANY GUARANTY Subject to Paragraph 19 of the Master Continuing Guaranty to which this Schedule is or will be attached, all obligations of the following entities to Bank of America, N.A., its affiliates and subsidiaries, shall constitute Guaranteed Obligations guaranteed pursuant to the Company Guaranty: Designated Borrowers: Karrington Operating Company, Inc. [MODEL LETTER AMENDING SCHEDULE A] (May be sent from Bank to the Guarantor or vice versa) , 200_ Att: Re: Company Guaranty dated as of ______, 2006 Ladies and Gentleman: We refer to that certain Company Guaranty dated as of ______, 2006 made by Sunrise Senior Living, Inc. (the “Guarantor”) in favor of Bank of America, N.A. and affiliates (as amended from time to time, the “Guaranty;” terms not defined herein have the meanings assigned to them in the Guaranty), pursuant to which the Guarantor guarantees the obligations of certain of its subsidiaries and affiliates of Guarantor. Subject to Paragraph 18 of the Guaranty, the undersigned hereby confirm their agreement that Schedule A to the Guaranty is hereby amended and restated as set forth in Schedule A hereto and all references in the Guaranty and any other documents evidencing the Obligations shall refer to the Guaranty as amended hereby. This letter may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute but one and the same instrument. Very truly yours, By: Name: Title: Agreed and Accepted: By: Title: Amended as of _______________ SCHEDULE A TO MASTER CONTINUING GUARANTY Subject to Paragraph 19 of the Company Guaranty to which this Schedule is or will be attached, all obligations of the following entities to Bank of America, N.A., its affiliates and subsidiaries, shall constitute Guaranteed Obligations guaranteed pursuant to the Company Guaranty. Designated Borrowers: Karrington Operating Company, Inc. EXHIBIT J FORM OF BOND LETTER OF CREDIT 11 IRREVOCABLE DIRECT PAY LETTER OF CREDIT BANK OF AMERICA, N.A. Issue/ Stated Maximum Stated Letter of Credit No. Effective Date Expiration Date Amount 3079662 March 6, 2006 November 5, 2009 $4,472,329 J.X. Xxxxxx Trust Company, National Association, as Trustee Chase Financial Tower 200 Xxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, Xxxx 00000 Attention: Corporate Trust Department Ladies and Gentlemen: At the request and on the instructions of our customer, Karrington Operating Company, Inc., an Ohio corporation (the “Borrower”), we hereby establish this irrevocable direct pay letter of credit (the “Letter of Credit”) in the amount of $4,472,329 (the “Initial Stated Amount;” and, as the same may from time to time be reduced and thereafter reinstated as hereinafter provided, the “Stated Amount”), consisting of (i) the amount of $4,400,000 (as reduced and thereafter reinstated from time to time as hereinafter provided, the “Principal Component”), which may be drawn upon with respect to payment of the unpaid principal amount of, or portion of, the purchase price corresponding to the principal of, the Bonds (as hereinafter defined), as certified to us, and (ii) the amount of $72,329 (as reduced and thereafter reinstated from time to time as hereinafter provided, the “Interest Component”), which may be drawn upon with respect to the payment of up to 50 days’ accrued interest on the Bonds or portion of the purchase price representing accrued interest on the Bonds, in each case assuming a maximum interest rate of 12% per annum and computed on the basis of the actual number of days elapsed over a year of 365 days (the “Maximum Rate”), as certified to us, in your favor, as Trustee under that certain Trust Indenture dated as of May 1, 1996 (the “Indenture”), by and between you, as successor to PNC Bank, Ohio, National Association, as Trustee, and the Allegheny County Industrial Development Authority (the “Issuer”), pursuant to which the Issuer has issued and there remains outstanding $4,400,000 in aggregate principal amount of its Residential Rental Development Revenue Bonds, 1996 Series A (Karrington of South Hills Assisted Living Facility Project) (the “Bonds”). This Letter of Credit is effective immediately and expires on the expiration date described below. Subject to the other provisions of this Letter of Credit, you or your transferee may obtain the funds available under this GuarantyLetter of Credit by presentment to us of your sight draft or drafts drawn on Bank of America, upon conversion N.A., Los Angeles, California. Each draft presented to us must be accompanied by your certification substantially in the form of one or more of the Annexes described below, as may be applicable to the currency type of account drawing you are making (each such demand and transfer to presentation, a “Drawing”). You must comply with all of the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit Agreementinstructions in brackets in preparing each such certification.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement ’s principal office in the Dollar Equivalent Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office ’s main Chicago office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors Parent Guarantor in respect of any sum due to any Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, any Hedge Bank or any Cash Management Bank hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit Agreement.

Foreign Currency. If the Administrative Agent so notifies the Guarantor in writing, at the Lenders’ sole and absolute discretion, payments under this Guaranty shall be the U.S. Dollar equivalent of the Guaranteed Obligations or any portion thereof, determined as of the date payment is made. If any claim arising under or related to this Guaranty is reduced to judgment denominated in a currency (the “Judgment Currency”) other than the currencies in which the Guaranteed Obligations are denominated or the currencies payable hereunder (collectively the “Obligations Currency”), the judgment shall be for the equivalent in the Judgment Currency of the amount of the claim denominated in the Obligations Currency included in the judgment, determined as of the date of judgment. The specification equivalent of any Obligations Currency amount in any Judgment Currency shall be calculated at the spot rate for the purchase of the Obligations Currency with the Judgment Currency quoted by the Administrative Agent in the place of the Administrative Agent’s choice at or about 8:00 a.m. on the date for determination specified above. The Guarantor shall indemnify the Lenders and hold the Lenders harmless from and against all loss or damage resulting from any change in exchange rates between the date any claim is reduced to judgment and the date of payment thereof by the Guarantor or any failure of the amount of any such judgment to be calculated as provided in a specific currency at a specific place this paragraph. [signature page follows] This Guaranty is executed as of this day of , 20 . By: Name: Title: Address: F-8 Form of Guaranty EXHIBIT G OPINION MATTERS The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion: • Section 5.01(a), (b) and time (c) • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.06 • Section 5.14(b) [other matters as appropriate to the transaction] EXHIBIT H FORM OF DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to the Section 2.15 of that certain Credit Agreement, any Note dated as of June 30, 2008 (as amended, restated, extended, supplemented or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary Guarantor is unable for any reason otherwise modified in writing from time to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guarantytime, the Administrative Agent may“Credit Agreement”), at its optionamong Xxxxxx Stratex Networks, require such payment Inc. (the “Company”), the Designated Borrowers from time to be made time party thereto, the Lenders from time to the time party thereto, and Bank of America, N.A., as Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement principal office in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such and Swing Line Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount and reference is made thereto for full particulars of the specified currency so purchased is less than matters described therein. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the sum originally due meanings assigned to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) them in the specified currencyCredit Agreement. Each of (the “Designated Borrower”) and the Company hereby confirms, each Guarantor agrees, represents and warrants to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause that the Designated Borrower is a Subsidiary of action against the Subsidiary Guarantors for Company. The documents required to be delivered to the deficiency. Exhibit G Administrative Agent under Section 2.15 of the Credit Agreement will be furnished to Fifth Amended and Restated the Administrative Agent in accordance with the requirements of the Credit Agreement.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If any Subsidiary the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's Exhibit G to Fifth Amended and Restated Credit Agreement ’s principal office in the Dollar Equivalent Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office ’s main Chicago office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Guarantors Parent Guarantor in respect of any sum due to any Lender, the Swing line :Line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency. Exhibit G to Fifth Amended and Restated Credit Agreement.