Common use of Continuing Guaranty Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future LiabilitiesIndebtedness. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative AgentLender, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, LA3 - payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent Lender in existence on the date of such revocation, (d) no payment by a Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder.

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

Continuing Guaranty. This Guaranty includes any is a continuing guaranty and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing agreement of subordination and shall continue in effect and be binding upon each Guarantor until termination of the Aggregate Term Commitments and payment and performance in full of the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional including Guaranteed Obligations after prior which may exist continuously or which may arise from time to time under successive transactions, and each Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations have been satisfied exist. This Guaranty shall continue in whole or in part. To the maximum extent permitted effect and be binding upon each Guarantor until actual receipt by law, Administrative Agent of written notice from such Guarantor hereby waives any right of its intention to revoke discontinue this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that transactions (a) no such revocation which notice shall not be effective until written notice thereof has been received by 11:00 a.m. on the day that is five (5) Business Days following such receipt); provided that no revocation or termination of this Guaranty shall affect in any way any rights of Administrative Agent, (b) no such revocation shall apply or any Lending Party hereunder with respect to any Guaranteed Obligations in existence arising or outstanding on the date of receipt of such date (includingnotice, but not limited to, including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment termsterms or conditions thereof, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent any Lending Party in existence on the date as of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder(collectively, “Existing Guaranteed Obligations”), and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date sole effect of such revocation, notice shall first be applied to that portion of the exclude from this Guaranty Guaranteed Obligations as to which the revocation is effective and thereafter arising which are not, therefore, guaranteed hereunder, and unconnected to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderany Existing Guaranteed Obligations.

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

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

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

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

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

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

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

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

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

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

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

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

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

Continuing Guaranty. This Guaranty includes is an unconditional and continuing guaranty of payment and agreement to pay to the Creditor the amount of any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing payment made by the Guaranteed Creditor of the Obligations, changing and the interest rateobligations of the Guarantor hereunder shall not be released, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment to the Creditor by the Guarantor in full of the Obligations. To No notice of any renewal or extension of the maximum extent permitted by law, Obligations need be given to the Guarantor. The Guarantor hereby expressly waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written demand of payment, presentment, protest, notice thereof has been received by Administrative Agentof dishonor, nonpayment or nonperformance on any and all forms of the Obligations or the Norwest Debt; (b) no such revocation shall apply notice of acceptance of this Guaranty and notice of any liability to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), which it may apply; (c) no such revocation shall apply to all other notices and demands of any Guaranteed Obligations made or created after such date kind and description relating to the extent made Obligations or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocationNorwest Debt now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) no payment by Guarantor, Borrower, or from any other source, prior and all defenses of the Creditor pertaining to the date Obligations or of such revocation the Guarantor with respect to the Norwest Debt. The Guarantor shall reduce be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the maximum obligation Obligations. Notwithstanding the terms of this Guaranty to the contrary, the Guarantor hereundershall not be liable under this Guaranty at any time when (A) either (I) a Creditor Default has occurred and is continuing or (II) the Norwest Obligations have been assigned to the Creditor, and (eB) the Debtor is in compliance with the Norwest Obligations which have been assigned or otherwise transferred from the Lender to the Creditor by contract, subrogation or any payment by Borrower other means, provided that, after such assignment or from transfer has occurred, at any source time any Event of Default other than Guarantora Creditor Default occurs and is continuing, subsequent to the date of such revocation, Guarantor shall first thereafter be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderliable under this Guaranty.

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

Continuing Guaranty. This For and in consideration of the execution of that Lease Agreement by Integrated Holdings, LLC (“Landlord”) to Integrated Technologies, Inc. (“Tenant”), for the business premises more fully described in Exhibit A to that Lease Agreement, which Landlord is unwilling to do without the execution and delivery by the undersigned LMI Aerospace, Inc. of this Continuing Guaranty includes (this “Guaranty”), the undersigned (“Guarantor”), absolutely and unconditionally guaranties and promises to pay to Landlord when due the full amount of all obligations (whether for principal, interest, fees, expenses or otherwise) that Tenant now or hereafter may have to Landlord, however arising, whether such obligations of Tenant are direct or indirect, joint or several, absolute or contingent, or now owing or to become due (all such obligations of Tenant being the “Obligations”). Guarantor agrees to pay to Landlord, or to reimburse Landlord for, any and all Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, costs and expenses (including reasonable attorneys’ fees and expenses) that Landlord incurs (whether or renewing not any action or proceeding is commenced) in enforcing or attempting to enforce this Guaranty or otherwise by reason of any default by Tenant in respect of the Guaranteed Obligations, changing including in bankruptcy proceedings. All payments under this Guaranty shall be in lawful money of the interest rateUnited States of America and shall be made free and clear of, and without deduction for, any claim of setoff or counterclaim of Tenant and any present or future taxes, levies, imposts, deductions, charges or withholdings. This Guaranty shall continue to be effective or shall be reinstated if at any time any payment termsof any of the Obligations is rescinded or otherwise must be returned by Landlord for any reason (including the insolvency, bankruptcy or other terms and conditions thereofreorganization of Tenant), or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have all as though such payment had not been satisfied in whole or in partmade. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received any defense arising by Administrative Agentreason of any disability or other circumstance that might constitute a defense available to, or a discharge of, Tenant, (b) no such revocation shall apply any requirement of promptness or diligence on the part of Landlord and (c) all presentments, demands for performance, protests and notices with respect to any Guaranteed of the Obligations or this Guaranty, including notices of nonperformance, protest, dishonor and acceptance of this Guaranty and notices of the creation, existence or incurring of new or additional Obligations. Landlord shall not be required to proceed first against Tenant or any other person before resorting to Guarantor for payment under this Guaranty. Landlord shall have the absolute right in existence on such date its sole discretion, and without notice to or consent of Guarantor, at any time and without in any way affecting or discharging the liability of Guarantor under this Guaranty, (a) to change the time, manner or place of payment of, or any other term of, any of the Obligations, (b) to take, hold, enforce, exchange, release or waive security for the Obligations or this Guaranty and (c) to settle and compromise any liability of Tenant. The liability of Guarantor under this Guaranty shall not be affected in any way by any release, discharge or substitution of any other guarantor or obligor. All obligations of Guarantor under this Guaranty are independent of the obligations of Tenant. Guarantor hereby irrevocably waives any and all rights and claims that Guarantor has or hereafter may have or acquire (whether arising directly or indirectly, by operation of law, by contract or otherwise) against Tenant by reason of any payment to Landlord pursuant to this Guaranty, including, but not limited to, any subsequent continuationrights of exoneration, extensionindemnity, or renewal thereofcontribution, or change in the interest ratereimbursement and subrogation. This Guaranty shall be binding upon Guarantor and it’s heirs, payment termslegal representatives, or other terms successors and conditions thereof)assigns, (c) no such revocation and shall apply to any Guaranteed Obligations made or created after such date inure to the extent benefit of and be enforceable by Landlord and its successors, transferees and assigns. This Guaranty shall be deemed for all purposes to be made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunderin, and (e) shall be governed by and construed in accordance with the laws of, the State of Washington. At Landlord’s option, the venue of any payment by Borrower action or from any source other than Guarantorproceeding to enforce this Guaranty may be in King County, subsequent to the date State of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunderWashington.

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

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

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

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

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

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

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

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

Continuing Guaranty. This Subject to the terms and conditions of this Guaranty, this Guaranty includes is an absolute, unconditional and continuing guaranty of payment and performance of the Guaranteed Obligations. To the extent permitted under applicable Law, no notice of the Guaranteed Obligations to which this Guaranty may apply, or of any renewal or extension thereof, need be given to the Guarantor, and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives (a) demand of payment or performance, presentment, protest, notice of dishonor, nonpayment or non-performance on any and all forms of the Guaranteed Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other notices and demands of any kind and description relating to the Guaranteed Obligations arising now or hereafter provided for by any Law; and (d) any right the Guarantor may have, whether under successive transactions continuingTitle 15 Okla. Stat. §§ 334, compromising337, extending338 and 344, increasingTitle 12, modifyingOkla. Stat. § 686 or otherwise, releasing, to set-off of any other collateral or renewing security given to secure the Guaranteed Obligations, changing against the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in partObligations. To the maximum extent permitted by law, The Guarantor hereby waives acknowledges that the Lender and any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion holder of the Guaranteed Obligations as may obtain other guarantees to which secure payment of the revocation is effective and which are not, therefore, guaranteed hereunderGuaranteed Obligations, and the Guarantor expressly agrees that its liability hereunder shall not in any way be affected or impaired by the existence of such guaranties and that its liability hereunder will be joint and several with all other Co-Obligors. Subject to the extent so applied terms and conditions of this Guaranty, the Guarantor shall not reduce be exonerated with respect to its liability under this Guaranty by any act or thing except payment of the maximum obligation of Guarantor hereunderGuaranteed Obligations.

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

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

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

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

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

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

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

Continuing Guaranty. This Subject to the limitations set forth in paragraph 15, this Guaranty includes any is an absolute, unconditional and all continuing guaranty of performance and payment of the Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing and shall continue to be in force and to be binding upon Guarantor until the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied paid in whole or in partfull. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written No notice thereof has been received by Administrative Agent, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which this Guaranty may apply, or of any renewal, modification, consolidation, repayment, extension or amendment thereof need be given to Guarantor and none of the revocation is effective foregoing acts shall release Guarantor from liability hereunder. Guarantor hereby expressly waives (a) demand for payment or performance, presentment, protest, notice of dishonor, nonpayment or nonperformance of any and all forms of the Guaranteed Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which are notit may apply; (c) all other notices and demands of any kind and description relating to the Guaranteed Obligations now or hereafter provided by any statute, thereforelaw, guaranteed hereunderrule or regulation; (d) all claims and/or rights of counterclaim, recoupment, setoff or offset; (e) any and all rights or defenses arising by reason of election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including, without limitation, loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging the Guaranteed Obligations; (f) any disability of Borrower of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender of the Guaranteed Obligations; (g) any right to claim discharge of the Guaranteed Obligations on the basis of impairment of any collateral for the Guaranteed Obligations; (h) any statute of limitations; (i) any defenses given to guarantors at law or in equity other than actual payment and performance of the Guaranteed Obligations; (j) any defenses given to Guarantor by any failure, neglect or omission by Lender to perfect in any manner the collection of the Guaranteed Obligations or the security given therefor, including the failure or omission to seek a deficiency judgment against Borrower; (k) any benefits and rights that Guarantor may have under 15 Okla. Stats. §§ 323, 334, 335, 337 and 338 (2001), as may be amended from time to time, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.Guaranteed Obligations are secured by a mortgage on interests in real property, 12 Okla.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Continuing Guaranty. This Guaranty includes any and all Guaranteed Obligations arising that may arise under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives and agrees not to assert any right he has under California Civil Code Section 2815 to revoke this Guaranty as to future Liabilitiesobligations arising pursuant to the Dealer Agreement, and any and all rights arising under California Civil Code Section 2814. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative AgentHyundai, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, but not limited to, including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent Hyundai in existence on the date of such revocation, (d) no payment by GuarantorGuarantor (or any other guarantor), BorrowerDealer, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor (or any other guarantor) hereunder, and (e) any payment by Borrower Dealer, or any other guarantor, or from any source other than from Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.

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

Continuing Guaranty. This Guaranty includes any and all Guaranteed Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Guarantied Obligations after prior Guaranteed Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future LiabilitiesGuarantied Obligations (unless the Guarantied Obligations have been Paid in Full or unless the sale of such Guarantor as permitted by Section 19 hereof has occurred). If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative AgentSecured Parties, (b) no such revocation shall apply to any Guaranteed Guarantied Obligations in existence on such date (including, but not limited to, including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Administrative Agent Secured Parties in existence on the date of such revocation, (d) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of such revocation revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by any Borrower or from any source other than Guarantor, such Guarantor subsequent to the date of such revocation, revocation shall first be applied to that portion of the Guaranteed Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation obligations of such Guarantor hereunder.

Continuing Guaranty. This Guaranty includes THIS IS A GENERAL GUARANTY WHICH IS ENFORCEABLE BY CUSTOM MANUFACTURING & ENGINEERING, ITS SUCCESSORS AND ASSIGNS (or his/her/their heirs and assigns). THIS IS ALSO AN ABSOLUTE AND UNCONDITIONAL GUARANTY. The undersigned (each a "Guarantor"), jointly and severally (if more than one), absolutely and unconditionally guarantee the prompt payment to Lender, including its successors and assignees, of any and all Guaranteed Obligations arising under successive transactions continuingincurred by the Borrower pursuant to the Agreement (this "Personal Guaranty"). Each Guarantor further agrees to repay the Obligations on demand, compromisingwithout requiring Lender first to enforce payment against Borrower. This is a guarantee of payment and not of collection. This is an absolute, extendingunconditional, increasingprimary, modifying, releasing, or renewing and continuing obligation and will remain in full force and effect until the Guaranteed Obligations, changing first to occur of the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed following: (a) all of the Obligations have been satisfied indefeasibly paid in whole full, and Lender has terminated this Personal Guaranty, or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Liabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Administrative Agent, (b) no such 30 days after the date on which written notice of revocation shall apply to any Guaranteed is actually received and accepted by Lender. No revocation will affect: (i) the then existing liabilities of the revoking Guarantor under this Personal Guaranty; (ii) Obligations in existence on such date (includingcreated, but not limited tocontracted, any subsequent continuationassumed, extension, acquired or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date incurred prior to the extent made or created pursuant to a legally binding commitment of Administrative Agent in existence on the effective date of such revocation; (iii) Obligations created, (d) no payment by Guarantorcontracted, Borrowerassumed, acquired or from any other source, prior to incurred after the effective date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) pursuant to any payment by Borrower agreement entered into or from any source other than Guarantor, subsequent commitment obtained prior to the effective date of such revocation, shall first be applied to ; or (iv) any Obligations then or thereafter arising under the agreements or instruments then in effect and then evidencing the Obligations. Each Guarantor represents and warrants that portion it is a legal resident of the Guaranteed Obligations as United States of America. Each Guarantor waives all notices to which the revocation is effective and which are not, therefore, guaranteed hereunderGuarantor might otherwise be entitled by law, and also waives all defenses, legal equitable, otherwise available to the Guarantor. This Personal Guaranty shall be construed in accordance with the laws of the State of Florida, and shall inure to the benefit of Lender, its successors and assigns. To the extent so applied shall not reduce prohibited by applicable law, each of the maximum obligation undersigned Guarantors waives its right to a trial by jury of Guarantor hereunder.any claim or cause of action based upon, arising out of or related to this guaranty, the Agreement and all other documentation evidencing the Obligations, in any legal action or proceeding. CME: By: Xxxxxxx Xxxxx, General Counsel CUSTOMER: Signature Printed Name, Title Address City, State, Zip Code Date Email Phone I do not want to be contacted with the lastestlatest news and offers from Custom Manufacturing & Engineering POST-TRIAL ACTIVITIES: Date Time Exhibit A: Products SiteLites- Quad Work Light (SL12KT) Light-weight temporary lighting, with four adjustable LED heads, providing 12,000 Lumens for any job-site lighting needs! Floods – 60 degree beam spread (SL12KT-F) Spots – 30 degree beam spread (SL12KT-S) Hybrid – 30 and 60 degree beam spread LED heads (SL12KT-H) Price: $420.00 SiteLites- Uni-Pod Work Light (SL9KT-H) Light-weight temporary lighting, with one adjustable LED head, providing 9,000 Lumens for any job-site lighting needs! Price: $325.00 SiteLites- Floor Work Light (SL6KF) Light-weight temporary lighting, with two adjustable LED heads, providing 6,000 Lumens for any job-site lighting needs! Floods – 60 degree beam spread (SL6KF-F) Spots – 30 degree beam spread (SL6KF-S) Price: $280.00 SiteLites- Magnetic Work Light (SL2KR-H) Light-weight temporary lighting, with a magnetic base, providing 1,800 Lumens for any job-site lighting needs! Price: $99.00 Exhibit B: Trial Order Form DATE : SHIPPING ADDRESS NAME : STREET ADDRESS : APT #OR SUITE # : CITY : STATE ZIP CODE: CONTACT INFORMATION NAME OF PERSON USING CREDIT CARD CONTACT PHONE NUMBER : E-MAIL ADDRESS : CREDIT CARD INFORMATION CREDIT CARD NUMBER : EXPIRATION DATE : CARD VERFICATION # : BILLING ADDRESS Same as Shipping Address NAME ON CREDIT CARD : STREET ADDRESS : APT #OR SUITE # : CITY : STATE ZIP CODE: PART NUMBER QTY PRICE EACH Security Deposit ITEM 1 $ SUBTOTAL : TAX : 0 Tax Exempt SHIPPING : 0 BILLED TO CARD :

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

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