Common use of Continuing Guaranty Clause in Contracts

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

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

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

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

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

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

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

Continuing Guaranty. This Guaranty shall be a continuing guarantyGuarantor hereby unconditionally guarantees and promises to pay on demand to Silicon, shall be binding upon at the Guarantoraddress indicated above, its successors and assignsor at such other address as Silicon may direct, in lawful money of the United States, and shall remain 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 full force and effect, its most comprehensive sense and shall not be discharged, impaired or affected by mean and include without limitation: (a) the existence any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower or continuance any one or more of any obligation on the part of the Borrower on or with respect to the Indebtedness Hereby Guaranteedthem, heretofore, now, or any Obligation under the Loan Documents; (b) the power or authority (or any lack thereof) of the Borrower to issue the Notes or to executehereafter made, acknowledge or deliver any other Loan Document; (c) the validity or invalidity of the Notes or any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteedincurred, or any of the Obligationscreated pursuant to that certain Loan and Security Agreement dated July 18, all of which the Lender is hereby expressly authorized to make 2003, by and between Borrower and Silicon, as amended or otherwise modified from time to time without notice to (the Guarantor“Loan Agreement”), 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 to anyoneotherwise unenforceable; and (ib) the acceptance by the Lender any and all amendments, modifications, renewals and extensions of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed foregoing, including without limitation amendments, modifications, renewals and extensions which are evidenced by any new or Obligationsadditional instrument, document or agreement; and (jc) any failureand all attorneys’ fees, neglect court costs, and collection charges incurred in endeavoring to collect or omission on the part of the Lender to realize or protect enforce any of the Indebtedness Hereby Guaranteed foregoing against Borrower or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated abovesuit be brought) except and any other expenses of, for or incidental to collection thereof. As used herein, the due term “Borrower” shall include any successor to the business and punctual payment assets of Borrower if any portion of the Indebtedness Hereby Guaranteed and performance of the Obligationsremains outstanding, and then only to shall also include Borrower in its capacity as a debtor or debtor in possession under the extent thereof; federal Bankruptcy Code, and any trustee, custodian or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes receiver for Borrower or any of its assets, should Borrower hereafter become the subject of any bankruptcy or insolvency proceeding, voluntary or involuntary This Guaranty is given in consideration for credit and other financial accommodations given by Silicon to Borrower pursuant to the terms of the Loan DocumentsAgreement. All sums due under this Guaranty shall bear interest from the date due until the date paid at the highest rate charged with respect to any of the Indebtedness.

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

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

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

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

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

Continuing Guaranty. This Guaranty Guarantor hereby debtor in possession under the federal Bankruptcy Code, unconditionally guarantees and promises to pay on and any trustee, custodian or receiver for Borrower or any demand to Coast, at the address indicated above, or at of its assets, should Borrower hereafter become the such other address as Coast may direct, in lawful money subject of any bankruptcy or insolvency proceeding, of the United States, and to perform for the benefit of voluntary or involuntary; and all indebtedness, liabilities Coast, all Indebtedness of Borrower now or hereafter and obligations incurred by any such person shall be a continuing guaranty-owing to or held by Coast. As used herein, shall be binding upon the Guarantor, term included in the Indebtedness guaranteed hereby. This "Indebtedness" is used in its successors most comprehensive sense Guaranty is given in consideration for credit and assigns, other and shall remain in full force mean and effect, and shall not be discharged, impaired or affected by include without limitation: (a) the existence any financial accommodations which may, from time to time, and all debts, duties, obligations, liabilities, be given by Coast to Borrower in Coast's sole discretion, representations, warranties and guaranties of Borrower or continuance but Guarantor acknowledges and agrees that acceptance any one or more of them, heretofore, now, or hereafter by Coast of this Guaranty shall not constitute a made, incurred, or created, whether directly to Coast or commitment of any obligation kind by Coast to extend such credit or acquired by Coast by assignment or otherwise, or held by other financial accommodation to Borrower or to permit Coast on behalf of others, however arising, whether Borrower to incur Indebtedness to Coast. All sums due voluntary or involuntary, due or not due, absolute or under this Guaranty shall bear interest from the part date due contingent, liquidated or unliquidated, certain or until the date paid at the highest rate charged with respect uncertain, determined or undetermined, monetary or to any of the Indebtedness. nonmonetary, written or oral, and whether Borrower on may 2. Waivers. Guarantor hereby waives: be liable individually orjointly with others, and regardless (a) presentment for payment, notice of dishonor, demand, of whether recovery thereon may be or with respect hereafter become protest, and notice thereof as to any instrument, and all barred by any statute of limitations, discharged or other notices and demands to which Guarantor might be uncollectible in any bankruptcy, insolvency or other entitled, including without limitation notice of all of the Indebtedness Hereby Guaranteedproceeding, or any Obligation under the Loan Documentsotherwise unenforceable; and (b) any and following: the power acceptance hereof; the creation, existence, all amendments, modifications, renewals and extensions or authority (or acquisition of any lack thereof) Indebtedness; the amount of the Borrower to issue the Notes of any or to execute, acknowledge or deliver any other Loan Document; (c) the validity or invalidity all of the Notes or foregoing, including without limitation Indebtedness from time to time outstanding; any other Loan Document; (d) any defense whatsoever that the Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the termsamendments, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions tomodifications, renewals of, extension, modification and extensions foreclosure sale or other disposition of any property which which are evidenced by any NEW OR ADDITIONAL instrument, secures any or all of the Indebtedness Hereby Guaranteedor which secures the document or agreement; and (c) any and all attorneys' obligations of any other guarantor of any or all of the fees, court costs, and collection charges incurred in Indebtedness-, any adverse change in Borrower's financial endeavoring to collect or enforce any of the foregoing position; any other fact which might increase Guarantor's against Borrower, Guarantor, or any other person liable risk; any default, partial payment or non-payment of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or thereon (whether or not suit be brought) and any other any part of the Indebtedness Hereby Guaranteed Indebtedness; the occurrence of any other expenses of, for or Obligationsincidental to collection thereof. As Event of Default (as hereinafter defined); (j) any failureand all used herein, neglect or omission on the part term "Borrower" shall include any agreements and arrangements between Coast and successor to the business and assets of the Lender to realize or protect Borrower, and Borrower and any of the Indebtedness Hereby Guaranteed or any collateral or security thereforchanges, modifications, or to exercise extensions shall also include Borrower in its capacity as a debtor or thereof, and any lien upon revocation, modification or right or appropriation release of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense (other than the payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this COAST BUSINESS CREDIT Continuing Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.

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

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

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

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

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

Continuing Guaranty. This Guaranty shall be a continuing guaranty, shall be binding upon the Guarantor, its successors Guarantor covenants and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by agrees that: (a) this is a continuing guarantee of payment and not of collection, whether the existence Obligations are now or continuance of any obligation on the part hereafter existing, acquired or created, and irrespective of the Borrower on or with respect fact that, from time to time, monies may be advanced, repaid and readvanced, and the Indebtedness Hereby Guaranteed, or any Obligation under outstanding balance of the Loan DocumentsFacility may be zero; (b) this Guaranty may not be revoked or terminated until such time as the power or authority (or any lack thereof) of Obligations and Guarantor Obligations shall have been indefeasibly fully paid and satisfied and Lender acknowledges the Borrower same in writing to issue the Notes or to execute, acknowledge or deliver any other Loan DocumentGuarantor; (c) the validity Obligations shall not be deemed to have been otherwise indefeasibly fully paid and satisfied so long as any Loan Document (other than this Guaranty) shall have any continuing force or invalidity of the Notes or any other Loan Documenteffect; and (d) any defense whatsoever that the Borrower may or might have to Obligations will be indefeasibly paid and satisfied in full in accordance with the payment terms and provisions of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Notes or other Loan Documents; (e) any limitation or exculpation of liability on the part of the Borrower; (f) the dissolution of the Borrower; (g) the transfer by the Borrower of all or any part of the property referred to in the Loan Documents without regard to any other corporationapplicable law now or hereafter in effect in any jurisdiction, person or entity; (h) any salethe legality, pledgevalidity, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification binding effect or other disposition enforceability of any term of the Indebtedness Hereby Guaranteedany Loan Document, including, without limitation, any applicable law that might in any manner affect any of those terms and provisions, or any of the Obligationsrights, all powers, privileges, remedies and interests of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantorwith respect thereto, or that might cause or permit to anyone; (i) be invoked any alteration in the acceptance by the Lender of any security fortime, amount, or other guarantors upon, all or any part manner of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on the part payment of the Lender to realize or protect any of the Indebtedness Hereby Guaranteed Obligations by Borrower or any collateral other person or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against the Borrower; or (l) any defense entity (other than Lender). Notwithstanding the payment of the Indebtedness Hereby Guaranteed foregoing, this Guaranty shall terminate on August 17, 2018, and performance of the Obligations, in accordance with its terms) that the Guarantor may or might have to its respective undertakings, liabilities and shall be released form any obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed if there is no outstanding Event of Default that this Guaranty, and the undertakings, liabilities and obligations is uncured or unwaived as of the Guarantor hereunder shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documentsdate.

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

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

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

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

Continuing Guaranty. This Guaranty shall is an absolute, unconditional and continuing guaranty of performance and payment of the Guaranteed Obligations and the Recourse Obligations (collectively, the “Obligations”). No notice of the Obligations to which this Guaranty may apply, or of any renewal, modification, consolidation, replacement, extension or amendment thereof, need be a continuing guaranty, shall be binding upon given to Guarantor and none of the Guarantor, its successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by foregoing acts will release Guarantor from liability hereunder. Guarantor hereby expressly waives: (a) the existence demand for payment or continuance performance, presentment, protest, notice of dishonor, nonpayment or nonperformance on any obligation on the part and all forms of the Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Loan DocumentsObligations; (b) the power or authority (or notice of acceptance of this Guaranty and notice of any lack thereof) of the Borrower liability to issue the Notes or to execute, acknowledge or deliver any other Loan Documentwhich it may apply; (c) all other notices and demands of any kind and description relating to the validity Obligations now or invalidity of the Notes hereafter provided for by any statute, law, rule or any other Loan Documentregulation; (d) any defense whatsoever and all rights or defenses arising by reason of election of remedies by Lender that the 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 or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance suffer by reason of any of law limiting, qualifying or discharging the terms, provisions, covenants and agreements contained in the Notes or other Loan DocumentsObligations; (e) any limitation disability or exculpation other defense of liability on the part 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 Obligations; (f) the dissolution any right to claim discharge of the BorrowerObligations on the basis of impairment of any collateral for the Obligations; (g) the transfer any defenses given to Guarantor by the Borrower of all or any part of the property referred to in the Loan Documents to any other corporation, person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, additions to, renewals of, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which the Lender is hereby expressly authorized to make from time to time without notice to the Guarantor, or to anyone; (i) the acceptance by the Lender of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or Obligations; (j) any failure, neglect or omission on by Lender to perfect in any manner the part collection of the Lender to realize Obligations or protect any of the Indebtedness Hereby Guaranteed or any collateral or security given therefor, including the failure or omission to exercise any lien upon or right or appropriation of any moneys, credits or property of the Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereonseek a deficiency judgment against Borrower; and (kh) any rightand all other defenses of Borrower pertaining to the Obligations, including any Borrower counterclaim or claim of recoupment or offset which setoff except the defense of discharge by payment. Guarantor may have against the Borrower; will not be exonerated with respect to Guarantor’s liability under this Guaranty by any act or (l) any defense (other than the thing except payment of the Indebtedness Hereby Guaranteed and or performance of the Obligations, in accordance with its terms) . Guarantor warrants and agrees that the Guarantor may or might have to its respective undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by the Guarantor; it being understood and agreed that this Guaranty, and the undertakings, liabilities and obligations of the Guarantor hereunder shall waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If such waiver is determined to be affectedcontrary to any applicable law or public policy, discharged, impaired such waiver will be effective only to the extent permitted by law or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except public policy. Without limiting the due and punctual payment generality of the Indebtedness Hereby Guaranteed and foregoing, Guarantor waives any setoff or offset rights that Guarantor might otherwise have under applicable law, as amended from time to time (or under any corresponding present or future rule of law in any jurisdiction) by reason of any release of fewer than all persons who have guaranteed performance of the Obligations, and then only to the extent thereof; or (m) any understanding or agreement that any other person, firm or corporation was or is to execute this Guaranty or the Notes or any of the Loan Documents.

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

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

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

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

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

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

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

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

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

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

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