Common use of Guaranty of Obligations Clause in Contracts

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally with all existing and future guarantors of the Obligations, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the LendersGuarantors hereby, jointly and severally with all existing severally, unconditionally guarantee, and future guarantors of the Obligationsbecome surety for, the prompt payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection onlyand no Secured Party shall be required or obligated, as a condition of any Guarantor’s liability, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. Administrative Agent shall This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be required affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to exhaust any right or remedy or take any action against steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other person Person, or entityany part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor agrees thatmay have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as between required under this Agreement. Upon the Guarantor occurrence and Administrative Agent and during the Lenderscontinuance of any Event of Default, the Obligations may be declared Agent may: (a) demand that the Guarantors, jointly and severally, pay to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the LendersSecured Parties, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes all of the Bankruptcy Law Obligations; and (as defined below)b) exercise any or all of their rights and remedies against any Guarantor, the Uniform Fraudulent Conveyance Actwhether provided for hereunder, the Uniform Fraudulent Transfer Act under any Other Document or under any similar federalApplicable Law, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve including the rights of a secured party under the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityUniform Commercial Code.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, Obligations shall be jointly and severally with all existing guaranteed by the Guarantors pursuant to one or more Guaranties, the obligations under which shall be secured pursuant to the terms and future guarantors conditions of the ObligationsSecurity Agreement (to which such Guarantor shall become a party). Promptly after the date on which any Person becomes a Material Domestic Subsidiary of the Borrower, and, in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the payment Borrower will cause such Person to execute and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required deliver to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereundera guaranty of the Obligations in substantially the form of the Guaranty and an addendum by which such Person becomes a party to the Security Agreement. In addition, provided promptly after any date that the total revenues or total assets of all Subsidiaries organized under the laws of the United States or any state or territory thereof that are at such time not Guarantors (each, a “Non-Guarantor Subsidiary”) together exceed ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis, and in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause one or more Non-Guarantor Subsidiaries to execute and deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty (and an addendum by which such Person becomes a party to the Security Agreement), so that, nothing after delivery of such guaranty or guarantees, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries together are less than ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis. In all of the foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and other information and items as are reasonably requested by the Administrative Agent, at the request of any Lender, in this sentence shall be construed to increase connection with the Guarantor's obligations hereunder beyond its maximum liabilityforegoing, including resolutions, incumbency and officers’ certificates and opinions of counsel.

Guaranty of Obligations. The Guarantor ADSX (for purposes of this Section 1.4(g), the “Guarantor”) hereby absolutely, irrevocably and unconditionally guarantees (i) the timely, full and complete payment and performance by VeriChip of all covenants and agreements contained in Section 1.4(f); provided that, without limiting the foregoing or any other obligations of ADSX or any other party, ADSX automatically and without further notice shall be obligated to Administrative Agentsatisfy the Cash Second Payment Obligation (including simple interest thereon from the date of demand through and including the date of payment at an interest rate equal to the Prime Rate) if VeriChip has not satisfied such obligation within five business days after demand; and (ii) the timely, for full and complete payment and performance by the Buyer of all of its obligations under this Agreement; and (iii) the timely, full and complete performance by VeriChip of all of its obligations under the VeriChip Registration Agreement. The obligation of the Guarantor is primary, absolute and unconditional, is a continuing guaranty, and shall remain in force at all times hereafter, until all of each primary obligor’s and the Guarantor’s obligations hereunder have been satisfied in full. ADSX hereby waives notice, presentment, demand, protest and notice of dishonor of any of the liabilities or obligations guaranteed pursuant to clause (i) of this Section 1.4(g), and hereby waives any failure to promptly commence suit against any party or to give any notice to or make any claim or demand upon Guarantor or other Person respecting such liabilities or obligations guaranteed pursuant to clause (i) of this Section 1.4(g). Guarantor further agrees that this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of any Person, or otherwise, all as though such payment had not been made. This guaranty shall inure to the benefit of the Lenders, jointly Holder and severally with all existing and future guarantors of the Obligations, the payment and performance of the Obligations as and when the same Seller. There shall be due and payableno duty or obligation upon the Holder or the Seller (i) to proceed against any other Person, whether by lapse of time(ii) to initiate any proceeding or exhaust any remedy against any other Person, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that (iii) to give any notice to the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty whatsoever before bringing suit, or instituting proceedings of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action kind against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for any of the purposes liabilities or obligations guaranteed pursuant to clause (i) of this GuarantySection 1.4(g). Without limiting the generality Until all of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable Buyer, the Company and VeriChip under applicable law. The Guarantor agrees that this Agreement and the Obligations may at any time and from time to time exceed the maximum liability of VeriChip Registration Agreement have been satisfied in full, the Guarantor without impairing this Guaranty shall have no right of subrogation and hereby waives any right to enforce any remedy which the Seller now has or affecting may hereafter have against the Guarantor. All rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing under this Section 1.4(g) are cumulative and those granted hereunder are in this sentence shall be construed addition to increase the Guarantor's obligations hereunder beyond its maximum liabilityany rights and remedies available under law.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, Obligations shall be jointly and severally with all existing and future guarantors guaranteed by the Guarantors pursuant to one or more Guaranties. Promptly after the date on which any Person becomes a Material Domestic Subsidiary of the ObligationsBorrower, and, in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the payment Borrower will cause such Person to execute and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required deliver to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereundera guaranty of the Obligations in substantially the form of the Guaranty. In addition, provided promptly after any date that the total revenues or total assets of all Subsidiaries organized under the laws of the United States or any state or territory thereof that are at such time not Guarantors (each, a “Non-Guarantor Subsidiary”) together exceed ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis, and in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause one or more Non-Guarantor Subsidiaries to execute and deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty, so that, nothing after delivery of such guaranty or guarantees, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries together are less than ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis. In all of the foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and other information and items as are reasonably requested by the Administrative Agent, at the request of any Lender, in this sentence shall be construed to increase connection with the Guarantor's obligations hereunder beyond its maximum liabilityforegoing, including resolutions, incumbency and officers’ certificates and opinions of counsel.

Guaranty of Obligations. The Guarantor Each of the Guarantors hereby absolutely, irrevocably and unconditionally unconditionally, and jointly and severally, guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally with all existing and future guarantors of the Obligations, the payment and performance of the Obligations (the “Guaranteed Obligations”) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor Each of the Guarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligationsseverally, for the Guaranteed Obligations as a primary obligor, and that the each Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Neither Administrative Agent nor any Lender shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Each Guarantor agrees that, as between the such Guarantor and Administrative Agent and the Lenders, the Guaranteed Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower Xxxxxxxx and that in the event of a declaration or attempted declaration, the Guaranteed Obligations shall immediately become due and payable by each of the Guarantor Guarantors for the purposes of this Guaranty. Without limiting the generality of the foregoing, the each Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby DB3/ 204543458.4 confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person Person with respect to the Liabilities, result in the Liabilities of the such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the a Guarantor nor any other person or entity Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the a Guarantor hereunder shall not be rendered voidable under applicable law. The Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the maximum liability of the such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the such Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Each Guarantor hereby absolutelyunconditionally, irrevocably absolutely and unconditionally guarantees to Administrative Agent, for the benefit of the Lendersirrevocably, jointly and severally with all existing severally, guarantees the full and future guarantors of the Obligations, the prompt payment and performance of the Obligations as and when the same shall be due and payabledue, whether by lapse acceleration or otherwise, and at all times thereafter, of timeall present and future Obligations of Borrower to Agent or any Lender or any other Secured Party (collectively, the “Benefited Parties”) under (and as such terms are defined in ) the Financing Agreement dated as of even date herewith, by acceleration and among Borrower, WESTAFF, INC., a Delaware corporation and the sole shareholder of maturity Borrower, as Parent Guarantor (“Parent Guarantor”), the Lenders party thereto, and U.S. BANK NATIONAL ASSOCIATION, as Agent (as the same may hereafter from time to time be amended, modified, or otherwise. The Guarantor hereby absolutelyrestated, irrevocably the “Financing Agreement”), and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors each of the Obligationsother agreements, for documents and instruments entered into by Borrower in connection therewith (all such Obligations are hereinafter referred to collectively as the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof“Liabilities”). This Continuing Guaranty (this “Guaranty”) is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be performance when due and payable for not a guaranty of collection. Capitalized terms used but not defined herein shall have the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that meaning given to them in the Financing Agreement. In the event of a declaration any default by Xxxxxxxx in making payment of, or attempted declarationdefault by Xxxxxxxx in performance of, any of the Obligations shall immediately Liabilities, each Guarantor agrees on demand by Agent, on behalf of all of the Benefited Parties, to pay and perform all of the Liabilities as are then or thereafter become due and payable owing to any or all of the Benefited Parties or are to be performed by Borrower under the terms of the Loan Documents. Each Guarantor for further agrees to pay all expenses (including Attorneys’ Fees) paid or incurred by Agent, on behalf of the purposes of Benefited Parties, in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. Without limiting Notwithstanding any provision to the generality contrary contained herein or in any other of the foregoingLoan Documents, the Guarantor, and by its acceptance obligations of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the each Guarantor under this Guaranty (and the “Liabilities”) other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that will, after giving effect to would not render such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not obligations subject to avoidance under the Insolvency Laws or any comparable provisions of any applicable state law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, Obligations shall be jointly and severally with all existing and future guarantors guaranteed by the Guarantors pursuant to one or more Guaranties. Promptly after the date on which any Person becomes a Material Subsidiary of the ObligationsBorrower or becomes a Senior Note Guarantor, and, in any event, within ten (10) Business Days following such date, the payment Borrower will cause such Person to execute and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required deliver to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereundera Guaranty. In addition, provided promptly after any date on which the total revenues or total assets of all Restricted Subsidiaries that are at such time not Guarantors (each, a “Non-Guarantor Subsidiary ”) together exceed 20% of the consolidated total revenues or consolidated total assets, respectively, of the Consolidated Restricted Group, based upon the financial statements most recently delivered by the Borrower to the Administrative Agent pursuant to Section 6.01 (a), and in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause one or more Non-Guarantor Subsidiaries to execute and deliver to the Administrative Agent, on behalf of the Lenders, a Guaranty, so that, nothing after delivery of such Guaranty, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries (other than the Unrestricted Subsidiaries) together are less than 20% of the total revenues and total assets, respectively, of the Consolidated Restricted Group. In all of the foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and other information and items as are reasonably requested by the Administrative Agent, at the request of any Lender, in this sentence connection with the foregoing, including resolutions, incumbency and officers’ certificates and opinions of counsel. Without limiting the foregoing, the Borrower shall be construed determine, promptly after the date on which the quarterly financial statements for the fiscal quarter ending on June 30, 2005 shall have been delivered in accordance with Section 6.01, (i) whether there exists or shall have arisen any Material Subsidiary other than the entities specified on Schedule l.0l (g), and shall cause each such Material Subsidiary to increase execute and deliver to the Guarantor's obligations hereunder beyond its maximum liabilityAdministrative Agent, on behalf of the Lenders, a Guaranty, together with other agreements, documents or instruments referenced above and (ii) whether the total revenues and total assets of all Restricted Subsidiaries that are at such time Guarantors together comprise at least 80% of the consolidated total revenues or consolidated total assets, respectively, of the Consolidated Restricted Group.

Guaranty of Obligations. The Subject to the terms hereof, Guarantor hereby absolutely, irrevocably and unconditionally guarantees and promises to Administrative AgentPurchaser and its successors, for endorsees, transferees and assigns as a primary obligor the benefit of the Lenders, jointly prompt and severally with all existing and future guarantors of the Obligations, the complete payment and performance by each Seller of the Guaranteed Obligations as and when the same shall be due and payable, payable (whether by lapse of timeat the stated maturity, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees ); provided however that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent Guarantor’s total aggregate liability under this Article II(a) shall not be required exceed an amount equal to exhaust (i) the Facility Recourse Amount on any right or remedy or take day that any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be amounts under this Guaranty are due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law plus (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law ii) to the extent applicable to this Guaranty. In furtherance that the purchaser under the Parallel Agreement has exercised remedies thereunder after the occurrence of that intentionan “Event of Default” under and as defined in the Parallel Agreement, the liabilities aggregate amount of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made proceeds remitted by or on behalf such purchaser to or for the account of any other person seller under the Parallel Agreement after the satisfaction in full of the “Repurchase Obligations” under and as defined in the Parallel Agreement plus (iii) the Remaining Liability Cap Amount (the “Liability Cap”); provided, further, that with respect to the Liabilitiesany Purchased Asset, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or shall cease to apply to any similar federal, state or foreign law for Guaranteed Obligations relating to such Purchased Asset which first arise following the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph date on which Purchaser has exercised final remedies with respect to such maximum liability, except Purchased Asset under Article 14(b)(ii)(D) or 14(b)(iii) of the Master Repurchase Agreement (provided that Guarantor shall remain liable as provided herein for any and all of the Guaranteed Obligations that became due and payable with respect to such Purchased Asset on or prior to such date and with respect to all other Purchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) or 14(b)(iii) of the Master Repurchase Agreement). Notwithstanding anything to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing contrary in this Guaranty or affecting in the rights Parallel Guaranty, the aggregate amount payable by Guarantor under this Article II(a) and remedies Article II(a) of the Administrative Agent on behalf Parallel Guaranty shall in no case exceed the sum, calculated as of any applicable date of determination, of (a) the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase Facility Recourse Amount as of such date and (b) the Guarantor's obligations hereunder beyond its maximum liabilityParallel Guaranty Facility Recourse Amount as of such date.

Guaranty of Obligations. The 2.1 Guarantor hereby absolutely, irrevocably absolutely and unconditionally guarantees to Administrative Agent, for the benefit full payment of the Lendersfollowing (collectively, jointly the “Liabilities”): (i) the Recourse Liabilities (whether arising under the original Loan or any extension, modification, future advance, increase, amendment or modification thereof); (ii) interest due on amounts owing under any such Recourse Liabilities at the Default Rate to the extent not paid on or before the expiration of any applicable notice and severally cure periods with such interest accruing from and after such date until the date paid; (iii) all existing reasonable out-of-pocket expenses, including reasonable out-of-pocket attorneys’ fees, actually incurred by Xxxxxx in connection with the enforcement of any of Lender’s rights under this Guaranty; and future guarantors (iv) to the extent the same relate to amounts or obligations owing under Recourse Liabilities, all reimbursement and indemnification obligations of Borrower set forth in Section 10.13 of the Obligations, Loan Agreement. Notwithstanding anything to the payment and performance contrary contained herein or in any of the Obligations as and when the same shall be due and payableother Loan Documents, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower have no liability for Liabilities or any other person matters hereunder (a) if any acts or entity. The Guarantor agrees thatomissions creating liability hereunder were caused by the fraud, as between bad faith, willful misconduct or gross negligence of Lender or Servicer, or (b) for any events or matters to the Guarantor extent that same arise or accrue from and Administrative Agent and after the Lendersdate that Lender or its nominee or designee acquires title to the Property by foreclosure (whether judicial or non-judicial), the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards delivery by Borrower and that in the event of a declaration deed-in-lieu (or, if applicable, assignment-in-lieu) of foreclosure or attempted declarationotherwise in connection with any exercise of Lender’s remedies pursuant to the Loan Documents, or (c) for any events or matters to the Obligations shall immediately become due and payable by extent that same arise or accrue after the Guarantor for the purposes date of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law Mezzanine Control Event (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or (d) for any similar federal, state events or foreign law matters to the extent applicable to this Guaranty. In furtherance that same arise or accrue from and after the replacement of that intention, Guarantor with a Qualified Replacement Guarantor in accordance with the liabilities terms and conditions of the Guarantor under this Guaranty Loan Agreement, or (the “Liabilities”e) shall be limited for any events or matters to the maximum amount extent that will, same arise or accrue from and after giving effect to such maximum amount the occurrence of a transfer and all other contingent and fixed liabilities assumption of the Guarantor that are relevant under such laws, and after giving effect Loan pursuant to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities Section 5.2.10(e) of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceLoan Agreement. For the purposes hereof, a “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Subject to the terms hereof, Guarantor hereby absolutely, irrevocably and unconditionally guarantees and promises to Administrative AgentPurchaser and its successors, for endorsees, transferees and assigns as a primary obligor the benefit of the Lenders, jointly prompt and severally with all existing and future guarantors of the Obligations, the complete payment and performance by each Seller of the Guaranteed Obligations as and when the same shall be due and payable, payable (whether by lapse of timeat the stated maturity, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees ); provided however that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent Guarantor’s total aggregate liability under this Article II(a) shall not be required exceed an amount equal to exhaust (i) the Facility Recourse Amount on any right or remedy or take day that any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be amounts under this Guaranty are due and payable plus (ii) to the extent that purchaser under the Pre-Existing Agreement has exercised remedies thereunder after the occurrence of an “Event of Default” under and as defined in the Pre-Existing Agreement, the aggregate amounts remitted to or for the purposes account of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law “Class B Noteholders” (as defined below)in the Master Definitions and Construction Module, as defined in the Uniform Fraudulent Conveyance Act, Pre-Existing Agreement) after the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to occurrence of such “Event of Default” under the extent applicable to this Guaranty. In furtherance of that intention, Pre-Existing Agreement plus (iii) the liabilities of the Guarantor under this Guaranty Remaining Liability Cap Amount (the “LiabilitiesLiability Cap”) shall be limited to the maximum amount ); provided, further, that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilitiesany Purchased Asset, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or shall cease to apply to any similar federal, state or foreign law for Guaranteed Obligations relating to such Purchased Asset which first arise following the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph date on which Purchaser has exercised final remedies with respect to such maximum liability, except Purchased Asset under Article 14(b)(ii)(D) or 14(b)(iii) of the Master Repurchase Agreement (provided that Guarantor shall remain liable as provided herein for any and all of the Guaranteed Obligations that became due and payable with respect to such Purchased Asset on or prior to such date and with respect to all other Purchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) or 14(b)(iii) of the Master Repurchase Agreement). Notwithstanding anything to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing contrary in this Guaranty or affecting in the rights Pre-Existing Guaranty, the aggregate amount payable by Guarantor under this Article II(a) and remedies Article II(a) of the Administrative Agent on behalf Pre-Existing Guaranty shall in no case exceed the sum, calculated as of any applicable date of determination, of (a) the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase Facility Recourse Amount as of such date and (b) the Guarantor's obligations hereunder beyond its maximum liabilityPre-Existing Guaranty Facility Recourse Amount as of such date.

Guaranty of Obligations. The Subject to the last sentence of this Section 2.1, Guarantor hereby absolutely, irrevocably unconditionally and unconditionally absolutely guarantees to Administrative Agent, for the benefit of the Lenders, jointly prompt and severally with all existing and future guarantors of the Obligations, the punctual payment and performance of the Obligations as and when the same shall be due and payableRevolving Loans, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required amounts from time to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and time payable by the Guarantor for Companies in connection with the purposes of this Guaranty. Without limiting the generality of the foregoingRevolving Loans (including without limitation, the Guarantorall principal, and by its acceptance of this Guarantyinterest, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent monetary obligations, including reasonable attorneys fees, costs, expenses and indemnities, whether primary, secondary, contingent, fixed liabilities or otherwise in connection with the Revolving Loans) and all other Obligations and terms, covenants and agreements of the Guarantor that are relevant Loan Documents and obligations to Agent and Lenders hereunder and under such lawsthe Loan Documents, in any case whether according to the present terms hereof and after giving effect thereof, at any earlier or accelerated date or pursuant to any collections fromextension of time or to any change therein now or at any time hereafter made or granted (the obligations so guaranteed shall be collectively referred to herein as the “Guaranteed Obligations”). The Guaranteed Obligations includes in all cases, rights to receive contribution from or payments made by or on behalf all such obligations that arise after the filing of any other person a bankruptcy petition with respect to the Liabilities, result in Companies and/or Guarantor and all such obligations that will become payable but for the Liabilities operation of (i) the automatic stay under Section 362(a) of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereofBankruptcy Code, “(ii) Section 502(b) of the Bankruptcy Law” means Title 11, U.S. Code, or any similar federal(iii) Section 506(b) of the Bankruptcy Code, state or foreign law for the relief of debtors. This paragraph including, but not limited to, interest, fees and expenses accruing with respect to the maximum liability Obligations after the filing of a bankruptcy petition, whether or not allowed or allowable as a claim in the bankruptcy proceeding. Notwithstanding any other provision of any Loan Document or this Agreement, Agent’s right to seek any payment from Guarantor on account of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable lawGuaranteed Obligations shall be limited to, and neither the shall not under any circumstances exceed $2,000,000, and Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at liable for any time and from time to time exceed the maximum liability deficiency in excess of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability$2,000,000.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agentunconditionally, for the benefit of the Lendersirrevocably, jointly and severally with all existing and future guarantors of the Obligationsguarantees, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment principal and not of collection only. Administrative Agent shall not be required as indemnitor, to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees thatLandlord, as between the Guarantor in accordance with and Administrative Agent and the Lenders, the Obligations may be declared pursuant to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit Tenant's full and punctual payment of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes all Guarantied Obligations. Upon either Guarantor's receipt of the Bankruptcy Law Notice of any Material Monetary Default by Tenant (as defined below"Material Monetary Default Notice"), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or Guarantor agrees to pay Landlord any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph sums with respect to such maximum liabilityMaterial Monetary Default then due and payable under the Lease, except to the extent necessary so that the obligations within ten (10) days after receipt of the Material Monetary Default Notice. Guarantor's liability under this Guaranty shall be primary and not secondary and Landlord may, at Landlord's option, but Landlord need not, join Guarantor in any action or Proceeding commenced by Landlord against Tenant in connection with the Guarantied Obligations. Any notice sent pursuant to this Guaranty shall be sent to Agent (as hereinafter defined) (i) by personal delivery, (ii) by Federal Express or other reputable international courier service, or (iii) by certified mail, return receipt requested. Any notice sent in the manner referred to in clause (i) or (ii) of the preceding sentence shall be deemed delivered to Guarantor on the date of delivery (or when delivery has been attempted twice, as evidenced by the written report of the courier service), and any notice sent in the manner referred to in clause (iii) of the preceding sentence shall be deemed delivered to Guarantor three Business Days after deposit in the United States mail, provided that no postal strike is then in effect. Notice to Agent shall be deemed notice to both Guarantors. Landlord shall deliver any notice required to be sent to Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may concurrently with or at any time and from time to time exceed after the maximum liability delivery of any corresponding notice in connection with a claim for any of the Guarantied Obligations to Tenant pursuant to the Lease. If, however, Tenant is the subject of any Insolvency Proceeding (or Landlord is otherwise not reasonably able to give Tenant Notice of Tenant's Material Monetary Default) then Landlord may give Guarantor without impairing this Guaranty a Material Monetary Default Notice whether or affecting the rights not Landlord has given or simultaneously gives Tenant a Notice of Tenant's Material Monetary Default, and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence such Material Monetary Default Notice shall be construed fully valid and effective as against Guarantor, as if it had already been given to increase the GuarantorTenant. A copy of any Notice of Tenant's obligations hereunder beyond its maximum liabilityMaterial Monetary Default delivered to Guarantor pursuant to this Article shall simultaneously be sent to Akin, Gump, Strauss, Hauex xxx Feld, X.L.P., 590 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Patrxxx Xxxxxx, Xxq.

Guaranty of Obligations. The Guarantor Each of the Guarantors hereby absolutely, irrevocably and unconditionally unconditionally, and jointly and severally, guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally with all existing and future guarantors of the Obligations, Lenders the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor Each of the Guarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligationsseverally, for the Obligations as a primary obligor, and that the each Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Neither Administrative Agent nor any Lender shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Each Guarantor agrees that, as between the such Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by each of the Guarantor Guarantors for the purposes of this Guaranty. Without limiting the generality of the foregoing, the each Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person Person with respect to the Liabilities, result in the Liabilities of the such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the a Guarantor nor any other person or entity Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the a Guarantor hereunder shall not be rendered voidable under applicable law. The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the such Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The (a) Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Agent and Lenders, jointly and severally with all existing and future guarantors of the Obligations, the payment and performance of the Obligations (but expressly excluding any amounts owing under the Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and 1(d)(8) herein below), subject to the limitations set forth in subsection (b) below, whether now or hereafter arising, as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligationsseverally, for the Obligations SMRH:479595026.5 (but expressly excluding any amounts owing under the Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and 1(d)(8) herein below) as a primary obligor, subject to the limitations set forth in subsection (b) below, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent and Lenders shall not be required to exhaust any right or remedy or take any action against Borrower Borrowers or any other person or entityentity or any collateral. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty (provided Guarantor's liability with respect thereto shall at all times remain subject to the limitations set forth in this Section 1(b)) notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower Borrowers and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by Guarantor (but expressly excluding any amounts owing under the Guarantor Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and 1(d)(8) herein below) for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantor hereby absolutelyirrevocably, irrevocably absolutely and unconditionally guarantees to Administrative AgentBuyer prompt, for full, faithful and complete performance and observance of all of Seller’s Obligations ; and Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the benefit of Obligations, Guarantor shall well and truly pay or perform (or cause to be paid or performed) the Lenders, jointly Obligations and severally pay all damages and other amounts stipulated in the Agreement with all existing and future guarantors respect to the non - performance of the Obligations, the payment and performance or any of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwisethem . 3. Guarantor’s Additional Covenants . The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Guarantor, including, without limitation : a. any amendment, modification or extension of the Agreement or any Obligation; b. any extension of time for performance, whether in whole or in part, of any Obligation given prior to or after default thereunder; c. any exchange, surrender or release, in whole or in part, of any security that the Obligations may be held by Buyer at any time and under the Agreement; d. any other guaranty now or hereafter executed by Guarantor or anyone else; e. any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any Obligation, claim, cause of action, right or remedy which Buyer may, at any time, have under the Agreement or with respect to any guaranty or any security which may be held by Buyer at any time for or under the Agreement or with respect to the Seller ; f. any act or omission or delay to do any act by Buyer which may in any manner or to any extent vary the risk of Guarantor or which would otherwise operate as a discharge of Guarantor as a matter of law; g. the release of any other guarantor from time liability for the performance or observance of any Obligation, whether by operation of law or otherwise; h. the failure to time exceed the maximum liability of the give Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.any notice whatsoever; DocuSign Envelope ID: AFE502F2 - 297D - 4002 - 9A5D - 921822FB6861

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably absolutely and unconditionally guarantees to Administrative Agent, for the benefit prompt payment in full of the Lenders, jointly and severally with all existing and future guarantors of the Obligations, the payment and performance of the Obligations as and when the same respective parts thereof become due and payable. If the Obligations, or any part thereof, shall not be paid in full when due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Lender shall have the right to proceed directly against Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors under this Agreement to collect the payment in full of the Obligations, for the Obligations as a primary obligor, and that the Guarantor regardless of whether or not Lender shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent have theretofore proceeded or shall not then be required to exhaust any right or remedy or take any action proceeding against Borrower Sweet Factory or any other person Obligor or entity. The Guarantor agrees thatCollateral, as between the Guarantor and Administrative Agent and the Lendersif any, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding or any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantorit being understood that Lender, in its sole discretion may proceed against any Obligor and any Collateral, and by may exercise each right, power or privilege that Lender may then have, either simultaneously or separately, and, in any event, at such time or times and as often and in such order as Lender, in its acceptance of this Guarantysole discretion, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed deem expedient to collect the maximum liability payment in full of the Obligations. Guarantor without impairing this Guaranty further agrees to pay to Lender, and reimburse Lender for, on demand and in immediately available funds, (a) all losses, fees, costs and expenses (including all court costs and reasonable attorneys and paralegals' fees, costs and expenses) paid or affecting the rights and remedies incurred by Lender in: (i) endeavoring to collect all or any part of the Administrative Agent Obligations from, or in prosecuting any action against any SF Company relating to the Post-Petition Credit Agreement, the other Loan Documents or the transactions contemplated thereby; (ii) taking any action with respect to any security or Collateral securing the Obligations or obligations of any Obligor; and (iii) preserving, protecting or defending the enforceability of, or enforcing, this Agreement or its respective rights under this Agreement (all such losses, fees, costs and expenses described in clauses (i) through (iii) above are referred to as the "EXPENSES") and (b) interest on behalf the Expenses, from the date of demand under this Agreement until paid in full at the Lenders, hereunder, provided that, nothing applicable interest rate specified for Revolving Loans in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityPost-Petition Credit Agreement.

Guaranty of Obligations. The Subject to the last sentence of this Section 2.1, Guarantor hereby absolutely, irrevocably unconditionally and unconditionally absolutely guarantees to Administrative Agent, for the benefit of the Lenders, jointly prompt and severally with all existing and future guarantors of the Obligations, the punctual payment and performance of the Obligations as and when the same shall be due and payableRevolving Loans, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required amounts from time to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and time payable by the Guarantor for Companies in connection with the purposes of this Guaranty. Without limiting the generality of the foregoingRevolving Loans (including without limitation, the Guarantorall principal, and by its acceptance of this Guarantyinterest, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent monetary obligations, including reasonable attorneys fees, costs, expenses and indemnities, whether primary, secondary, contingent, fixed liabilities or otherwise in connection with the Revolving Loans) and all other Obligations and terms, covenants and agreements of the Guarantor that are relevant Loan Documents and obligations to CIT hereunder and under such lawsthe Loan Documents, in any case whether according to the present terms hereof and after giving effect thereof, at any earlier or accelerated date or pursuant to any collections fromextension of time or to any change therein now or at any time hereafter made or granted (the obligations so guaranteed shall be collectively referred to herein as the "Guaranteed Obligations"). The Guaranteed Obligations includes in all cases, rights to receive contribution from or payments made by or on behalf all such obligations that arise after the filing of any other person a bankruptcy petition with respect to the Liabilities, result in Companies and/or Guarantor and all such obligations that will become payable but for the Liabilities operation of (i) the automatic stay under Section 362(a) of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereofBankruptcy Code, “(ii) Section 502(b) of the Bankruptcy Law” means Title 11, U.S. Code, or any similar federal(iii) Section 506(b) of the Bankruptcy Code, state or foreign law for the relief of debtors. This paragraph including, but not limited to, interest, fees and expenses accruing with respect to the maximum liability Obligations after the filing of a bankruptcy petition, whether or not allowed or allowable as a claim in the bankruptcy proceeding. Notwithstanding any other provision of any Loan Document or this Agreement, CIT's right to seek any payment from Guarantor on account of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable lawGuaranteed Obligations shall be limited to, and neither the shall not under any circumstances exceed $2,000,000, and Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at liable for any time and from time to time exceed the maximum liability deficiency in excess of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability$2,000,000.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally with all existing and future guarantors of the Obligations, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees 131 that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantor Each of the Guarantors hereby absolutely, irrevocably and unconditionally unconditionally, and jointly and severally, guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally with all existing and future guarantors of the Obligations, the payment and performance of the Obligations (the “Guaranteed Obligations”) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor Each of the Guarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligationsseverally, for the Guaranteed Obligations as a primary obligor, and that the each Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Neither Administrative Agent nor any Lender shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Each Guarantor agrees that, as between the such Guarantor and Administrative Agent and the Lenders, the Guaranteed Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Guaranteed Obligations shall immediately become due and payable by each of the Guarantor Guarantors for the purposes of this Guaranty. Without limiting the generality of the foregoing, the each Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person Person with respect to the Liabilities, result in the Liabilities of the such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the a Guarantor nor any other person or entity Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the a Guarantor hereunder shall not be rendered voidable under applicable law. The Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the maximum liability of the such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the such Guarantor's ’s obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally with all existing and future guarantors of the Obligations, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “"Liabilities”") shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “"Bankruptcy Law” " means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally ----------------------- guarantees to Administrative Agent, for the benefit Beneficiary the due and punctual payment when due of all amounts now due or hereafter becoming due in respect of the LendersCompany's obligations arising under the Note and under the Purchase Agreement (including, jointly and severally with all existing and future guarantors of without limitation, Section 7.2 thereof) (such obligations being herein called the "Obligations"), the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly to pay any and severally with all existing and future guarantors of reasonable expenses incurred by the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereofBeneficiary in enforcing any rights under this Guaranty. This Guaranty is a primary and original obligation of the Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collection only. Administrative Agent collectibility or performance and is in no way conditioned or contingent upon any attempt to collect from the Company or to realize upon any property constituting security for the Obligations; provided, however, that, in respect of the Company's obligations arising under the Purchase Agreement and the Guarantor's obligations hereunder in respect of such obligations of the Company, the Guarantor shall be obligated hereunder to the same extent, except as otherwise specifically provided herein, as if the Guarantor were the Company under the Purchase Agreement; provided, further, however, that the immediately foregoing limitation on the Guarantor's Obligations hereunder in respect of the Company's obligations under the Purchase Agreement (except as set forth herein) shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the limit obligations of the Guarantor hereunder to the extent the limitations (including termination, disavowal, rejection or reduction) of any such obligation of the Company results from (a) any insolvency or bankruptcy case or proceeding (including any case under the U.S. Bankruptcy Code of 1978, as amended), or any receivership, liquidation, reorganization or other similar case or proceeding relative to the Company or all or substantially all of its assets, or (b) any liquidation, dissolution, reorganization or winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment of all or substantially all of the assets of the Company for the benefit of creditors or any other marshalling of assets and liabilities of the Company (the events in clauses (a), (b) and (c) collectively referred to as an "Insolvency or Liquidation Proceeding"), and in such event the Guarantor shall not be rendered voidable under applicable lawliable in respect of obligations of the Company pursuant to the Purchase Agreement as if no such Insolvency or Liquidation Proceeding had been initiated. If the Company shall fail to pay any of the Obligations when and as the same shall become due and payable, the Guarantor shall forthwith pay such Obligations, in immediately available funds, directly to the Beneficiary at his address specified herein or at such other place as the Beneficiary shall direct. If the Beneficiary shall be entitled to acceleration of payment of the Obligations and such acceleration is stayed, enjoined or otherwise prevented, the Guarantor, upon demand therefor, will pay to the Beneficiary the sums which would otherwise have been due to the Beneficiary in respect of the Obligations had such acceleration occurred. The Guarantor agrees that hereby waives diligence, presentment or protest. Each default in payment of any of the Obligations shall give rise to a separate cause of action hereunder and separate suits may at any time and from time to time exceed the maximum liability be brought hereunder as each cause of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityaction arises.

Guaranty of Obligations. The Subject to the terms hereof, Guarantor hereby absolutely, irrevocably and unconditionally guarantees and promises to Administrative AgentPurchaser and its successors, for endorsees, transferees and assigns as a primary obligor the benefit of the Lenders, jointly prompt and severally with all existing and future guarantors of the Obligations, the complete payment and performance by each Seller of the Guaranteed Obligations as and when the same shall be due and payable, payable (whether by lapse of timeat the stated maturity, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees ); provided however that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent Guarantor’s total aggregate liability under this Article II(a) shall not be required exceed an amount equal to exhaust the sum of (i) the Facility Recourse Amount on any right or remedy or take day that any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be amounts under this Guaranty are due and payable plus (ii) the aggregate amount of Parallel Facility Seller Remittances under the Parallel Agreement plus (iii) the Remaining Liability Cap Amount (the “Liability Cap”) (for the purposes avoidance of this Guaranty notwithstanding doubt, any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, payments made for the benefit of the LendersClass B Noteholders shall not reduce the Liability Cap); provided, hereby confirms further, that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance Guarantor shall remain liable as provided herein for purposes any and all of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of Guaranteed Obligations that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount became due and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph payable with respect to such maximum liability, except Purchased Asset on or prior to such date and with respect to all other Purchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) or 14(b)(iii) of the Master Repurchase Agreement. Notwithstanding anything to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing contrary in this Guaranty or affecting in the rights Parallel Guaranty, the aggregate amount payable by Guarantor under this Article II(a) and remedies Article II(a) of the Administrative Agent on behalf Parallel Guaranty shall in no case exceed the sum, calculated as of any applicable date of determination, of (a) the LendersFacility Recourse Amount as of such date, hereunder, provided that, nothing in this sentence shall be construed to increase (b) the Guarantor's obligations hereunder beyond its maximum liabilityParallel Guaranty Facility Recourse Amount as of such date and (c) the aggregate amount of Parallel Facility Seller Remittances under the Parallel Agreement.

Guaranty of Obligations. The Guarantor Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally with all existing and future guarantors of the Obligationsseverally, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor Each of the Guarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligationsseverally, for the Obligations as a primary obligor, and that the each Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Each Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by each of the Guarantor Guarantors for the purposes of this Guaranty. Without limiting the generality of the foregoing, the each Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the a Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the a Guarantor hereunder shall not be rendered voidable under applicable law. The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the such Guarantor's ’s obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Subject to the terms and conditions in this ------------------------ Guaranty, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit Beneficiary the due and punctual payment when due of all amounts now due or hereafter becoming due in respect of the Lenders, jointly and severally with all existing and future guarantors Company's obligations arising under paragraph (c) of Section 10 of the Fee Option Agreement (such obligations being herein called the "Obligations"), the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly to pay any and severally with all existing and future guarantors of reasonable expenses incurred by the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereofBeneficiary in successfully enforcing any rights under this Guaranty. This Guaranty is a primary and original obligation of the Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collection only. Administrative Agent collectibility or performance and is in no way conditioned or contingent upon any attempt to collect from the Company or to realize upon any property constituting security for the Obligations, all to the same extent, except as otherwise specifically provided herein, as if the Guarantor were the Company under the Fee Option Agreement; provided, however, that the foregoing limitation imposing on the Guarantor obligations hereunder as if it were the Company under the Fee Option Agreement (except as set forth herein) shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the limit obligations of the Guarantor hereunder to the extent the limitations (including termination, disavowal, rejection or reduction) of any such obligation of the Company results from (a) any insolvency or bankruptcy case or proceeding (including any case under the U.S. Bankruptcy Code of 1978, as amended), or any receivership, liquidation, reorganization or other similar case or proceeding relative to the Company or all or substantially all of its assets, or (b) any liquidation, dissolution, reorganization or winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment of all or substantially all of the assets of the Company for the benefit of creditors or any other marshalling of assets and liabilities of the Company (the events in (a), (b) and (c) collectively referred to as an "Insolvency or Liquidation Proceeding"), and in such event the Guarantor shall not be rendered voidable under applicable lawliable in respect of obligations of the Company pursuant to the Fee Option Agreement as if no such Insolvency or Liquidation Proceeding had been initiated. If the Company shall fail to pay any of the Obligations when and as the same shall become due and payable, the Guarantor shall forthwith pay such Obligations, in immediately available funds, directly to the Beneficiary at its address specified herein or at such other place as the Beneficiary shall direct. The Guarantor agrees that hereby waives diligence, presentment or protest. Each default in payment of any of the Obligations shall give rise to a separate cause of action hereunder and separate suits may at any time and from time to time exceed the maximum liability be brought hereunder as each cause of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityaction arises.

Guaranty of Obligations. The Guarantor W&T acknowledges that Seller, strictly as an accommodation to W&T, has agreed to assign the Oil & Gas Interests to WTE, and it is the Parties’ intention that, at its option, Seller may fully consider and treat W&T as the assignee for all purposes of all of the Oil & Gas Interests assigned to WTE, and that Seller suffer no prejudice or loss whatsoever as a result of this accommodation. Accordingly, W&T hereby unconditionally, absolutely, continuingly and irrevocably guarantees and unconditionally guarantees agrees to Administrative Agent, for the benefit of the Lenders, be bound jointly and severally and in solido with WTE, as primary obligor and not merely as a surety, to Seller for the timely, punctual, true and faithful performance and observance by WTE of all existing of its obligations and future guarantors of the Obligationsliabilities under this Agreement, and any documents executed in connection with this Agreement, including but not limited to those obligations and liabilities described in Sections 7.1 through 7.3 and Section 9 (collectively, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise“Guaranteed Obligations”). The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent Seller shall not be required to exhaust prosecute collection or seek to enforce or resort to any right or remedy or take any action remedies against Borrower WTE or any other person liable to Seller on account of the Guaranteed Obligations or entityany guaranty thereof. The Guarantor agrees thatW&T’s liabilities to Seller hereunder (collectively, as between “W&T’s Liabilities”) shall in no way be impaired, affected, reduced or released by reason of (i) any act or omission whatsoever by Seller, or the Guarantor and Administrative Agent and failure or delay by Seller to do or take any of the Lendersactions or things described herein, or (ii) the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stayvoluntary or involuntary liquidation, injunction dissolution, sale or other prohibition which may prevent, delay disposition of all or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality part of the foregoingOil & Gas Interests by WTE, the Guarantorreceivership, and by its acceptance of this Guarantyinsolvency, Administrative Agentbankruptcy, assignment for the benefit of the Lenderscreditors, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer reorganization, arrangement, composition with creditors or conveyance for purposes readjustment of, or other similar proceedings or any other inability to pay or perform affecting WTE or any of its assets, or any allegation concerning, or contest of the Bankruptcy Law (as defined below)legality or validity of, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to indemnification obligations under this Guaranty. In furtherance W&T covenants that if it dissolves or otherwise disposes of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by substantially all its assets or on behalf of any other person consolidates with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person merges into another corporation or entity shall have any right or claim under this paragraph permits one or more other corporations or entities to consolidate with respect or merge into W&T, then it will cause the surviving or successor corporation or entity to such maximum liability, except to the extent necessary so that assume in writing the obligations of W&T herein. If a consolidation, merger or sale or other transfer is made as permitted by this Section 10.17, the Guarantor hereunder provisions of this Section 10.17 shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time continue in full force and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty effect and no further consolidation, merger or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence sale or other transfer shall be construed to increase made except in compliance with the Guarantor's obligations hereunder beyond its maximum liabilityprovisions of this Section.

Guaranty of Obligations. The Guarantor hereby (with respect to its payment obligations, to the extent not otherwise paid pursuant to Section 5.1 of the Security Agreement): (a) absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly full and severally with all existing and future guarantors of the Obligations, the timely payment and performance of all obligations of ALAC as Servicer under the Obligations as Servicing Agreement and other Transaction Documents to which ALAC is a party including, without limitation, (i) the servicing and collecting of the Receivables pursuant to the Servicing Agreement, (ii) the making of deposits and remittances into the Collection Account when required to be made in accordance with the same shall be due terms of the Servicing Agreement and payable(iii) the payment of all amounts, whether reimbursements and indemnities payable by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby ALAC pursuant to the Servicing Agreement and the other Transaction Documents to which ALAC is a party; (b) absolutely, irrevocably and unconditionally covenants agrees to pay and guarantees the full and timely payment of all reasonable cost and expenses (including, without limitation, attorneys' fees and legal expenses) associated with the transition of servicing from ALAC, as Servicer, to a successor Servicer pursuant to the terms of the Servicing Agreement; (c) absolutely, irrevocably and unconditionally agrees that to pay and guarantees the full and timely payment of all costs and expenses (including, without limitation, attorneys' fees and legal expenses) associated with the re-liening of the Financed Vehicles pursuant to the terms of the Servicxxx Xxxeement; (d) absolutely, irrevocably and unconditionally agrees to pay and guarantees the full and timely payment of all litigation costs and expenses (including, without limitation, attorneys' fees and legal expenses) of ALAC and its affiliates in connection with or arising out of the Servicing Transfer; (e) absolutely, irrevocably and unconditionally agrees to pay and guarantees the full and timely payment of all state taxes imposed on ALAC in connection with the Servicing Agreement; (f) absolutely, irrevocably and unconditionally agrees to pay and guarantees the full and timely payment of all losses, damages, claims, defenses, liabilities, costs and expenses (including, without limitation, attorneys' fees and legal expenses) of the Transferor, the Collateral Agent, the Noteholder and the Surety for enforcement against ALAC of any obligations of ALAC under the Transaction Documents to which it is liablea party; (g) absolutely, jointly irrevocably and severally with unconditionally agrees to pay and guarantees the full and timely payment of all existing losses, damages, claims, defenses, liabilities, costs and future guarantors expenses (including, without limitation, attorneys' fees and legal expenses) of the ObligationsTransferor, for the Obligations as a primary obligorCollateral Agent, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent Noteholder and the LendersSurety arising out of, or resulting from, any litigation, proceedings, investigations, determinations, settlements or rulings over ALAC or its properties that (1) assert the Obligations may be declared to be due and payable for the purposes invalidity of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, Transaction Documents with respect to ALAC or the Guarantor, (2) seek to prevent or void with respect to ALAC any of the transactions contemplated by the Transaction Documents or (3) affect the performance by ALAC of any of its obligations under the Transaction Documents or affect the validity or enforceability thereof; (h) absolutely, irrevocably and by its acceptance unconditionally agrees to pay and guarantees the full and timely payment of this Guarantyall losses, Administrative damages, claims, defenses, liabilities, costs and expenses (including, without limitation, attorneys' fees and legal expenses) of the Transferor, the Collateral Agent, for the benefit of Noteholder and the LendersSurety arising out of, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below)resulting from, the Uniform Fraudulent Conveyance Actnegligence, the Uniform Fraudulent Transfer Act misfeasance or any similar federal, state or foreign law bad faith of ALAC to the extent applicable not recovered from ALAC pursuant to this Guaranty. In furtherance of that intention, the liabilities Section 7.18 of the Guarantor Servicing Agreement or Section 3.04 of the Insurance Agreement. The obligations under this Guaranty (the “Liabilities”) Section 2 shall be limited referred to herein as the maximum amount that will"Obligations." The Guarantor shall have no obligation to guaranty any obligations of any Person other than ALAC, after giving effect to such maximum amount and all other contingent and fixed liabilities including without limitation any obligation of the Guarantor that are relevant Obligors under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityReceivables.

Guaranty of Obligations. The Subject to the terms and conditions ------------------------ in this Guaranty, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agentthe Beneficiary the due and punctual payment when due of all amounts arising under the Lease Agreement and Financial Letter Agreement, for as the benefit case may be, as a result of the Lenders, jointly and severally with all existing and future guarantors Company's breach of the Obligations, the payment representations and performance warranties made in subsection 2.3 of the Obligations Lease Agreement and in the Financial Letter Agreement and arising under the Employee Letter as a result of City Cinemas' breach of the representations and when warranties made in Section 2 of the same shall be due and payableEmployee Letter (such obligations being herein called the "Obligations"), whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly to pay any and severally with all existing and future guarantors of reasonable expenses incurred by the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereofBeneficiary in successfully enforcing any rights under this Guaranty. This Guaranty is a primary and original obligation of the Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collection only. Administrative Agent collectibility or performance and is in no way conditioned or contingent upon any attempt to collect from the Company or City Cinemas, as the case may be, or to realize upon any property constituting security for the Obligations, all to the same extent, except as otherwise specifically provided herein, as if the Guarantor were the Company under the Lease Agreement or Financial Letter Agreement, or City Cinemas under the Employee Letter; provided, however, that the foregoing limitation imposing on the Guarantor obligations hereunder as if it were the Company under the Lease Agreement or Financial Letter Agreement, or City Cinemas under the Employee Letter (except as set forth herein) shall not be required limit obligations of the Guarantor hereunder to exhaust the extent the limitations (including termination, disavowal, rejection or reduction) of any right such obligation of the Company or remedy City Cinemas, as the case may be, results from (a) any insolvency or take bankruptcy case or proceeding (including any action against Borrower case under the U.S. Bankruptcy Code of 1978, as amended), or any receivership, liquidation, reorganization or other person similar case or entity. The Guarantor agrees thatproceeding relative to the Company or City Cinemas, as between the Guarantor and Administrative Agent and the Lenderscase may be, the Obligations may be declared to be due and payable for the purposes or all or substantially all of this Guaranty notwithstanding their respective assets, or (b) any stayliquidation, injunction dissolution, reorganization or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality winding up of the foregoingCompany or City Cinemas, as the Guarantorcase may be, whether voluntary or involuntary and by its acceptance whether or not involving insolvency or bankruptcy, or (c) any assignment of this Guarantyall or substantially all of the assets of the Company or City Cinemas, Administrative Agentas the case may be, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act creditors or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance other marshalling of that intention, the assets and liabilities of the Guarantor under this Guaranty Company or City Cinemas, as the case may be (the “Liabilities”events in (a), (b) and (c) collectively referred to as an "Insolvency or Liquidation Proceeding"), and in such event the Guarantor shall be limited liable in respect of obligations of the Company pursuant to the maximum amount that willLease Agreement or Financial Letter Agreement, after giving effect or of City Cinemas pursuant to the Employee Letter, as if no such maximum amount and all other contingent and fixed liabilities Insolvency or Liquidation Proceeding had been initiated. If the Company or City Cinemas, as the case may be, shall fail to pay any of the Obligations when and as the same shall become due and payable, the Guarantor that are relevant under shall forthwith pay such lawsObligations, and after giving effect in immediately available funds, directly to any collections fromthe Beneficiary at its address specified herein or at such other place as the Beneficiary shall direct. The Guarantor hereby waives diligence, rights to receive contribution from presentment or payments made by or on behalf protest. Each default in payment of any other person with respect of the Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Notwithstanding anything herein to the Liabilitiescontrary, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall be limited to the same extent as set forth in paragraph (c) of Section 11 of the Lease Agreement, but shall not be rendered voidable under applicable law. The Guarantor agrees that limited by the Obligations may at any time and from time to time exceed the maximum liability provisions of Section 30 of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityLease Agreement.

Guaranty of Obligations. The Guarantor hereby absolutelyunconditionally, absolutely ----------------------- and irrevocably guarantees the full and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally with all existing and future guarantors of the Obligations, the prompt payment and performance of the Obligations as and when the same shall be due and payabledue, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants at all times thereafter, of all obligations of Borrower to Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing or due or to become due, including, without limitation, under or in connection with that certain Loan and agrees Security Agreement and Schedule to Loan and Security Agreement (collectively, the "Loan Agreement") of even date between Borrower and Lender, that it is liablecertain Secured Promissory Term Note dated April 7, jointly 1998 in the original principal amount of Seven Hundred Thousand Dollars ($700,000.00) executed by Borrower in favor of Lender, that certain Secured Revolving Credit Note dated of even date in the principal amount of One Million Dollars ($1,000,000.00) executed by Borrower in favor of Lender, and severally with all existing and future guarantors each of the Obligationsdocuments, for instruments and agreements executed and delivered in connection therewith, as each may be modified, amended, supplemented or replaced from time to time (all such obligations are herein referred to collectively as the Obligations as a primary obligor"Liabilities", and that all documents evidencing or securing any of the Guarantor shall fully perform each and every term and provision hereofLiabilities are herein referred to, collectively, as the "Loan Documents"). This Continuing Limited Personal Guaranty (this "Continuing Guaranty") is a guaranty of payment and performance when due and not of collection onlycollection. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in In the event of a declaration any default by Borrower in making payment of, or attempted declarationdefault by Borrower in performance of, any of the Obligations shall immediately Liabilities, Guarantor agrees on demand by Lender to pay and perform all of the Liabilities as are then or thereafter become due and payable by owing or are to be performed under the Guarantor for the purposes of this Guaranty. Without limiting the generality terms of the foregoing, the Guarantor, Loan Documents. Guarantor further agrees to pay all expenses (including reasonable attorneys' fees and expenses) paid or incurred by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law Lender in endeavoring to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to collect the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable lawpart thereof, and neither the Guarantor nor any other person or entity shall have any right or claim under in enforcing this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityContinuing Guaranty.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and ----------------------- unconditionally guarantees to Administrative Agent, for the benefit Beneficiary the due and punctual payment when due of all amounts now due or hereafter becoming due in respect of the LendersCompany's obligations arising under the Note and under the Purchase Agreement (including, jointly and severally with all existing and future guarantors of without limitation, Section 7.2 thereof) (such obligations being herein called the "Obligations"), the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly to pay any and severally with all existing and future guarantors of reasonable expenses incurred by the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereofBeneficiary in enforcing any rights under this Guaranty. This Guaranty is a primary and original obligation of the Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collection only. Administrative Agent collectibility or performance and is in no way conditioned or contingent upon any attempt to collect from the Company or to realize upon any property constituting security for the Obligations; provided, however, that, in respect of the Company's obligations arising under the Purchase Agreement and the Guarantor's obligations hereunder in respect of such obligations of the Company, the Guarantor shall be obligated hereunder to the same extent, except as otherwise specifically provided herein, as if the Guarantor were the Company under the Purchase Agreement; provided, further, however, that the immediately foregoing limitation on the Guarantor's Obligations Agreement (except as set forth herein) shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the limit obligations of the Guarantor hereunder to the extent the limitations (including termination, disavowal, rejection or reduction) of any such obligation of the Company results from (a) any insolvency or bankruptcy case or proceeding (including any case under the U.S. Bankruptcy Code of 1978, as amended), or any receivership, liquidation, reorganization or other similar case or proceeding relative to the Company or all or substantially all of its assets, or (b) any liquidation, dissolution, reorganization or winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment of all or substantially all of the assets of the Company for the benefit of creditors or any other marshalling of assets and liabilities of the Company (the events in clauses (a), (b) and (c) collectively referred to as an "Insolvency or Liquidation Proceeding"), and in such event the Guarantor shall not be rendered voidable under applicable lawliable in respect of obligations of the Company pursuant to the Purchase Agreement as if no such Insolvency or Liquidation Proceeding had been initiated. If the Company shall fail to pay any of the Obligations when and as the same shall become due and payable, the Guarantor shall forthwith pay such Obligations, in immediately available funds, directly to the Beneficiary at his address specified herein or at such other place as the Beneficiary shall direct. If the Beneficiary shall be entitled to acceleration of payment of the Obligations and such acceleration is stayed, enjoined or otherwise prevented, the Guarantor, upon demand therefor, will pay to the Beneficiary the sums which would otherwise have been due to the Beneficiary in respect of the Obligations had such acceleration occurred. The Guarantor agrees that hereby waives diligence, presentment or protest. Each default in payment of any of the Obligations shall give rise to a separate cause of action hereunder and separate suits may at any time and from time to time exceed the maximum liability be brought hereunder as each cause of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityaction arises.

Guaranty of Obligations. The 2.1 Guarantor hereby absolutely, irrevocably absolutely and unconditionally guarantees to Administrative Agent, for the benefit full payment of the Lendersfollowing (collectively, jointly the “Liabilities”): (i) the Recourse Liabilities (whether arising under the original Loan or any extension, modification, future advance, increase, amendment or modification thereof); (ii) interest due on amounts owing under any such Recourse Liabilities at the Default Rate to the extent not paid on or before the expiration of any applicable notice and severally cure periods with such interest accruing from and after such date until the date paid; (iii) all existing reasonable out-of-pocket expenses, including reasonable out-of-pocket attorneys’ fees, actually incurred by Lxxxxx in connection with the enforcement of any of Lender’s rights under this Guaranty; and future guarantors (iv) to the extent the same relate to amounts or obligations owing under Recourse Liabilities, all reimbursement and indemnification obligations of Borrower set forth in Section 10.13 of the Obligations, Loan Agreement. Notwithstanding anything to the payment and performance contrary contained herein or in any of the Obligations as and when the same shall be due and payableother Loan Documents, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower have no liability for Liabilities or any other person matters hereunder (a) if any acts or entity. The Guarantor agrees thatomissions creating liability hereunder were caused by the fraud, as between bad faith, willful misconduct or gross negligence of Lender or Servicer, or (b) for any events or matters to the Guarantor extent that same arise or accrue from and Administrative Agent and after the Lendersdate that Lender or its nominee or designee acquires title to the Property by foreclosure (whether judicial or non-judicial), the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards delivery by Borrower and that in the event of a declaration deed-in-lieu (or, if applicable, assignment-in-lieu) of foreclosure or attempted declarationotherwise in connection with any exercise of Lender’s remedies pursuant to the Loan Documents, or (c) for any events or matters to the Obligations shall immediately become due and payable by extent that same arise or accrue after the Guarantor for the purposes date of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law Mezzanine Control Event (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or (d) for any similar federal, state events or foreign law matters to the extent applicable to this Guaranty. In furtherance that same arise or accrue from and after the replacement of that intention, Guarantor with a Qualified Replacement Guarantor or Post-Merger Guarantor in accordance with the liabilities terms and conditions of the Guarantor under this Guaranty Loan Agreement, or (the “Liabilities”e) shall be limited for any events or matters to the maximum amount extent that will, same arise or accrue from and after giving effect to such maximum amount the occurrence of a transfer and all other contingent and fixed liabilities assumption of the Guarantor that are relevant under such laws, and after giving effect Loan pursuant to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities Section 5.2.10(e) of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceLoan Agreement. For the purposes hereof, a “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, Obligations shall be jointly and severally with all existing and future guarantors guaranteed by the Guarantors pursuant to one or more Guaranties. Promptly after the date on which any Person becomes a Material Subsidiary of the ObligationsBorrower, and, in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the payment Borrower will cause such Person to execute and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required deliver to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereundera guaranty of the Obligations in substantially the form of the Guaranty. In addition, provided promptly after any date that the total revenues or total assets of all Subsidiaries that are at such time not Guarantors (each, a "Non-Guarantor Subsidiary") together exceed 20% of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis, and in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause one or more Non-Guarantor Subsidiaries to execute and deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of a Guaranty, so that, nothing after delivery of such guaranty or guarantees, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries together are less than 20% of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis. In all of the foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and other information and items as are reasonably requested by the Administrative Agent, at the request of any Lender, in this sentence shall be construed to increase connection with the Guarantor's obligations hereunder beyond its maximum liabilityforegoing, including resolutions, incumbency and officers' certificates and opinions of counsel.

Guaranty of Obligations. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, Obligations shall be jointly and severally with all existing and future guarantors guaranteed by the Guarantors pursuant to one or more Guaranties. Promptly after the date on which any Person becomes a Material Subsidiary of the ObligationsBorrower or becomes a Senior Note Guarantor, and, in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the payment Borrower will cause such Person to execute and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required deliver to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereundera Guaranty. In addition, provided promptly after any date on which the total revenues or total assets of all Restricted Subsidiaries that are at such time not Guarantors (each, a "Non-Guarantor Subsidiary") together exceed 20% of the consolidated total revenues or consolidated total assets, as the case may be, of the Borrower and its Restricted Subsidiaries, based upon the financial statements most recently delivered by the Borrower to the Administrative Agent pursuant to Section 6.01(a), and in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause one or more Non-Guarantor Subsidiaries to execute and deliver to the Administrative Agent, on behalf of the Lenders, a Guaranty, so that, nothing after delivery of such Guaranty, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries (other than any Unrestricted Subsidiary) together are less than 20% of the total revenues or total assets, as the case may be, of the Borrower and its consolidated Subsidiaries (other than any Unrestricted Subsidiary). In all of the foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and other information and items as are reasonably requested by the Administrative Agent, at the request of any Lender, in this sentence connection with the foregoing, including resolutions, incumbency and officers' certificates and opinions of counsel. Without limiting the foregoing, the Borrower shall be construed determine, promptly after the date on which the quarterly financial statements for the fiscal quarter ending on June 30, 2003 shall have been delivered in accordance with Section 6.01, whether there exists or shall have arisen any Material Subsidiary other than the entities specified on Schedule 1.01(g), and shall cause each such Material Subsidiary to increase execute and deliver to the Guarantor's obligations hereunder beyond its maximum liabilityAdministrative Agent, on behalf of the Lenders, a Guaranty, together with other agreements, documents or instruments referenced above.

Guaranty of Obligations. The Guarantor hereby absolutelySubject to the limitations contained herein, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the LendersGuarantors hereby, jointly and severally with all existing and future guarantors severally, unconditionally guarantee the prompt payment of the Obligations, as hereinafter defined, and become surety for, the prompt payment and performance thereof (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising; which arise out of or in connection with the Loan from the Lenders to the Borrower; provided that notwithstanding anything to the contrary contained herein or elsewhere, and for the avoidance of doubt, the Guarantors guarantee, and liability pursuant hereto with respect to the Obligations, shall not in any event exceed the amount of One Million Dollars ($1,000,000) (the “Guaranteed Amount”); and any amendments, extensions, renewals or increases and all costs and expenses of the Obligations Lenders (including reasonable attorneys' fees and expenses) incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including the Notes, as and when more fully set forth herein (collectively, the same “Obligations”). If the Borrower defaults under any such Obligations, the Guarantors will pay the amount due to the Lenders. If the Borrower defaults under any such Obligations, the Guarantors will pay the Guaranteed Amount to the Lenders. The Guaranteed Amount shall be due and payable, whether reduced by lapse of time, by acceleration of any amounts which the Lenders may realize before or after maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations by acceleration or otherwise, as a primary obligor, and that result of payments made by or on behalf of the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person or entity, other than the Guarantors primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Lenders’ rights with respect to any collateral for the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, Obligations or any similar federalpart thereof, state or foreign law for on a pro rata basis in proportion to amounts realized by the relief of debtors. This paragraph Lenders with respect to amounts due under the maximum liability Notes. Solely for purposes of illustration, if the aggregate amount outstanding under the Notes is $3,500,000 and the Borrower repays $1,400,000 of such amount, the Guaranteed Amount shall be reduced by $400,000 to $600,000. Payments made to the Lenders by the Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Guarantor is intended solely to preserve the rights Obligations) after maturity of the Administrative AgentObligations, for by acceleration or otherwise, shall reduce the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that, nothing in this sentence shall be construed to increase the Guarantor's obligations hereunder beyond its maximum liabilityGuaranteed Amount.