Common use of Continuing Guaranty Clause in Contracts

Continuing Guaranty. This Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Date.

Continuing Guaranty. This Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing (a) WIL-Switzerland guarantees that the Guaranteed Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor paid strictly in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions terms of the Obligations subsequent to Credit Agreement and the Termination Effective Date (other than payments made by Guarantor Loan Documents; provided that if payment in respect of the Guaranty itself) shall, unless Bank elects otherwise any Guaranteed Obligations shall be due in writing, be applied first to Obligations a currency other than PreDollars and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligations in such currency shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, the Issuing Bank or such Lender, WIL-Termination ObligationsSwitzerland shall make payment of the Dollar Equivalent of such Guaranteed Obligations and shall indemnify the Administrative Agent, the Issuing Bank or such Lender against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. WIL-Switzerland agrees that, to the maximum extent permitted by applicable law, the Guaranteed Obligations and Loan Documents to which any Borrower is a party may be extended or renewed, and then indebtedness thereunder repaid and reborrowed in whole or in part, without notice to Preor assent by WIL-Termination Switzerland, and that WIL-Switzerland shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans to the Borrowers. The obligations of WIL-Switzerland under this Guaranty are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrowers under the Credit Agreement or any other Loan Document or any substitution, release or exchange of any other guarantee of or security for the Obligations. It To the maximum extent permitted by applicable law, except as otherwise expressly provided in the Credit Agreement or any other Loan Document to which WIL-Switzerland is further understood that a party, the provisions obligations of the preceding sentence WIL-Switzerland under this Guaranty shall be applicable regardless of absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the amount of terms hereof under any Obligations incurred or arising subsequent to the Termination Effective Date.circumstances whatsoever, including:

Continuing Guaranty. This Guaranty is an absolute, unconditional, complete and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Bank is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateBank.

Continuing Guaranty. This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor. hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor’s liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Lender is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateLender.

Continuing Guaranty. This Guaranty is an absolute, unconditional, complete and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force of the Obligations. No notice of the obligations to which this Guaranty may apply, or of any renewal or extension thereof need be given to Guarantor and effect none of the foregoing acts shall release Guarantor from liability hereunder. Guarantor hereby expressly waives (a) demand of payment, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other notices and demands of any kind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of Borrower pertaining to the Obligations except for the defense of discharge by payment. Guarantor shall not be exonerated with respect to each its liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the obligations constitute the direct and primary obligations of Guarantor and may not be revoked until all existing Obligations that the covenants, agreements and all obligations of Guarantor hereunder be absolute, unconditional and irrevocable. If any payment received by Lender, its successors or assigns, and applied to the Obligations hereafter incurred is subsequently set aside, recovered, rescinded or arising have been paidrequired to be returned for any reason (including, performed and satisfied in full. Notwithstanding without limitation, the foregoingbankruptcy or insolvency of Guarantor), any Guarantor may, by written notice the Obligations to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice such payment was applied shall be ineffective unless sent via certified mail to: CoreStates Bankdeemed to have continued in existence, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxxnotwithstanding such application, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of enforceable as to such Obligations as fully as if such application had never been made. References to amounts "irrevocably paid" and "irrevocable payment" refer to payments that cannot be set aside, recovered, rescinded or required to be returned for any Obligations incurred or arising subsequent to the Termination Effective Datereason.

Continuing Guaranty. This Guaranty is an absolute, ------------------- unconditional and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor=s liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Agent is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateAgent and the Lenders.

Continuing Guaranty. This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations and the Obligations of Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or any Guarantor, other than irrevocable payment and performance in full force of the Obligations. No notice of the Obligations to which this Guaranty may apply, or of any renewal or extension thereof, need be given to Guarantor, and effect with respect to each none of the foregoing acts shall release Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullfrom liability hereunder. Notwithstanding Guarantor hereby expressly waives the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail tofollowing: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Company pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. Guarantor in shall not be exonerated with respect to Guarantor’ liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of each Guarantor and that the covenants, agreements and all obligations of such Guarantor hereunder be absolute, unconditional and irrevocable. Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the preceding sentence shall be applicable regardless Obligations, whether or not the liability of the amount Company or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by Buyer is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Company to the Termination Effective DateBuyer.

Continuing Guaranty. Guaranty . Each Guarantor, jointly and severally with the other Guarantors, hereby absolutely, irrevocably 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, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all reasonable and documented out-of-pocket costs, attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under Section 10.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent demonstrable error. This Guaranty shall continue in full force not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and effect with respect to each Guarantor and hereby irrevocably waives any defenses it may not be revoked until now have or hereafter acquire in any way relating to any or all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding of the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Date.

Continuing Guaranty. This Guaranty is an absolute, unconditional, complete and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Issuer pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Issuer or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Purchasers is not intended to, and does not release any liability previously existing of any Obligations incurred other guarantor or arising subsequent surety of an indebtedness of the Issuer to the Termination Effective DatePurchasers.

Continuing Guaranty. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED, DURATION OF GUARANTY. This Guaranty shall will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations the indebtedness shall have been fully and finally paid and satisfied and all Obligations hereafter incurred or arising of Guarantor’s other obligations under this Guaranty shall have been paid, performed and satisfied in full. Notwithstanding Release of any other guarantor or termination of any other guaranty of the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination indebtedness shall not affect Guarantor's the liability (a) for Obligations incurred of Guarantor under this Guaranty. A revocation Lender receives from any one or arising on or prior to more Guarantors shall not affect the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless liability of any conflicting agreement between Bank remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and any Obligor, all payments on and other reductions it is specifically anticipated that fluctuations will occur in the aggregate amount of the Obligations subsequent to the Termination Effective Date (other than payments made by indebtedness, Guarantor specifically acknowledges and agrees that fluctuations in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent the indebtedness, even to zero dollars ($ 0.00), shall not constitute a termination of this Guaranty. Guarantor’s liability under this Guaranty shall terminate only upon (A) termination in writing by Xxxxxxxx and Lender of the Termination Effective Dateline of credit, (B) payment of the indebtedness in full in legal tender, and (C) payment in full in legal tender of all of Guarantor’s other obligations under this Guaranty.

Continuing Guaranty. This Guaranty shall continue may not be revoked or terminated and will remain in full force and effect with respect to each until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, will be binding upon the Guarantor and may not its successors and assigns, and will inure to the benefit of, and be revoked until all existing Obligations enforceable by, the Company and all Obligations hereafter incurred or arising have been paid, performed its successors and satisfied in fullpermitted assigns. Notwithstanding the foregoing, any this Guaranty will terminate and the Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business will have no further rights or obligations under this Guaranty as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing the earliest of (i) that Bank has received any termination notice hereunder and the Effective Time, (ii) the valid termination of the Merger Agreement by Parent and the Company pursuant to Section 10.01 of the Merger Agreement under circumstances in which none of the Guaranteed Obligations is payable, (iii) the payment of the Parent Termination Fee or an amount of the Guaranteed Obligations equal to the Maximum Liability Cap (unless any portion is legally compelled by judicial order or otherwise to be returned by the Company), and (iv) the 150-day on which anniversary following termination of the Merger Agreement in accordance with its terms unless prior to such 150-day anniversary (x) the Company shall have delivered a written notice was received shall be on Guarantor. In to the event that Bank receives an effective termination notice from Guarantor with respect to any of the Guaranteed Obligations in accordance with the provisions terms hereof or (y) the Company shall have commenced a suit, action or other proceeding alleging that Guaranteed Obligations are due and payable under this Guaranty; provided, that with respect to clause (iv), if the Merger Agreement has been terminated and such notice has been provided or such suit, action or other proceeding has been commenced, the Guarantor will have no further liability or obligation under this Guaranty from and after the earlier of this paragraph(x) a final, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank nonappealable order of such termination notice, or any earlier day, on which Bank determines a court of competent jurisdiction in good faith accordance with Section 12 hereof determining that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date Guarantor does not owe any amount under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting (y) a written agreement between Bank the Guarantor and any Obligor, all payments on the Company that specifically references this Section 6(iv) in which the Company acknowledges that the obligations and other reductions liabilities of the Obligations subsequent Guarantor pursuant to this Guaranty are terminated. Notwithstanding the Termination Effective Date (foregoing, in the event that the Company or any of its Affiliates asserts in any litigation or other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood proceeding that the provisions of Section 1 hereof limiting the preceding sentence shall be applicable regardless Guarantor’s liability to the Maximum Liability Cap or any other provisions of this Guaranty are illegal, invalid or unenforceable in whole or in part, or asserting any claim or theory of liability against any Parent Party or Non-Recourse Party, other than (A) claims against Parent or Merger Sub pursuant to the Merger Agreement for the remedies under the Merger Agreement, but subject to the limitations therein, (B) claims against the Guarantor under this Guaranty for any of the amount of any Obligations incurred or arising subsequent Guaranteed Obligations, but subject to the Termination Effective Datelimitations herein, (C) claims by the Company to specifically enforce the Equity Financing Commitment in accordance with its terms, but only to the extent expressly set forth therein, and (D) claims against Xxxxxxxxxxx Partners, L.P. under the Confidentiality Agreement, then (x) the obligations of the Guarantor under this Guaranty will terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Guaranty, it will be entitled to recover such amounts from the Company, and (z) no Parent Party or any Non-Recourse Party will have any liability to the Company or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the agreements executed in connection therewith, including this Guaranty and the Equity Financing Commitment, or the transactions contemplated thereby; provided that the foregoing will not affect the right of the Company to assert any claim under the Confidentiality Agreement against the other party thereto. The Company acknowledges that the Guarantor is agreeing to enter into this Guaranty in reliance on the provisions set forth in this Section 6. This Section 6 will survive termination of this Guaranty.

Continuing Guaranty. This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Banks is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateBanks.

Continuing Guaranty. THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty shall will take effect when received by Lender without the necessity of any acceptance by Lxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all Obligations hereafter incurred or arising of Guarantor’s other obligations under this Guaranty shall have been paid, performed and satisfied in full. Notwithstanding the foregoingIf Guarantor elects to revoke this Guaranty, any Guarantor maymay only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, by written notice to Bankcertified mail, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business at Lxxxxx’s address listed above or such other place as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx BankLender may designate in writing. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions Written revocation of this paragraphGuaranty will apply only to new Indebtedness created after actual receipt by Lxxxxx of Guarantor’s written revocation. For this purpose and without limitation, such termination shall the term “new Indebtedness” does not affect Guarantor's liability (a) for Obligations include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, “new Indebtedness” does not include all or part of the Indebtedness that is: incurred or arising on or by Borrower prior to the tenth day following receipt by Bank of such termination notice, or revocation; incurred under a commitment that became binding before revocation; any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist and modifications of accrued interest onthe Indebtedness. Obligations incurred or arising on or prior This Guaranty shall bind Guarantor’s estate as to the Termination Effective DateIndebtedness created both before and after Guarantor’s death or incapacity, regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor or (c) for Obligations incurred administrator or arising pursuant to a commitment existing on other legal representative may terminate this Guaranty in the Termination Effective Date same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under which Bank was obligated to extend credit this Guaranty. A revocation Lender receives from any one or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in more Guarantors shall not affect the liability of any remaining Guarantors under this sentence being hereinafter collectively called "Pre-Termination Obligations"Guaranty. It is understood anticipated that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions fluctuations may occur in the aggregate amount of the Obligations subsequent to the Termination Effective Date (other than payments made Indebtedness covered by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligationsthis Guaranty, and then to Pre-Termination Obligations. It is further understood Guarantor specifically acknowledges and agrees that the provisions of the preceding sentence shall be applicable regardless of reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, successors and assigns so long as any Obligations incurred or arising subsequent of the Indebtedness remains unpaid and even though the Indebtedness may from time to the Termination Effective Datetime be zero dollars ($0.00).

Continuing Guaranty. This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations (other than inchoate indemnity obligations), and none of the obligations of Guarantor hereunder shall continue be released, in whole or in part, by any action or thing that might, but for this provision, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force of the Obligations. No notice of the Obligations, or of any renewal or extension thereof, need be given to Guarantor, and effect with respect to each none of the foregoing acts shall release Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullfrom liability hereunder. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on defenses of any Borrower pertaining to the Obligations except for the defense of discharge by payment. No Guarantor shall be exonerated with respect to such Guarantor’s liabilities under this Guaranty by any act or thing except irrevocable payment and other reductions performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations subsequent constitute the direct and primary obligations of Guarantor and that the covenants, agreements and all obligations of Guarantor hereunder be absolute, unconditional and irrevocable. Guarantor shall be and shall remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of any Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Administrative Agent is not intended to and does not release any liability previously existing of any guarantor or surety of any indebtedness of any Borrower to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective DateAdministrative Agent.

Continuing Guaranty. This Guaranty OCI and OTI shall continue each be liable for its Guaranteed Obligations, plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations may be created and continued in full force any amount without affecting or impairing the liability of OCI or OTI therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by KTI, or any renewal or extension of any thereof need be given to OCI or OTI and effect none of the foregoing acts shall release OCI or OTI from liability hereunder. The agreement of OCI or OTI pursuant to the Credit Agreement with respect to each Guarantor its Guaranteed Obligations is an absolute, unconditional and may not be revoked until all existing continuing guaranty of payment of such Guaranteed Obligations and all shall continue to be in force and be binding upon OCI or OTI until such Guaranteed Obligations hereafter incurred are paid in full and the Credit Agreement is terminated, and KTI may continue, at any time and without notice to such Borrower, to extend credit or arising have been paidother financial accommodations and loan monies to or for the benefit of the other on the faith thereof. Each of OCI and OTI hereby waives, performed and satisfied in full. Notwithstanding to the foregoingfullest extent permitted by law, any Guarantor may, by written notice right they may have to Bank, revoke or terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on GuarantorCredit Agreement is terminated. In the event that Bank receives an effective termination notice from Guarantor in accordance with either OCI or OTI shall have any right under applicable law to otherwise terminate or revoke its guaranty of the provisions of this paragraphGuaranteed Obligations which cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by person, is actually received by KTI's officer responsible for such matters. Any notice of termination or revocation described above shall not affect GuarantorOCI's liability or OTI's guaranty of the Guaranteed Obligations in relation to (ai) any of the Guaranteed Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after receipt thereof, if such Guaranteed Obligations were incurred through loans by KTI , and/or for Obligations the purpose of protecting any collateral, including, but not limited, to all protective advances, costs, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or incurred by KTI in connection with the Guaranteed Obligations. If, in reliance on either OCI or arising on OTI's guaranty of its 11 Guaranteed Obligations, KTI makes loans or other advances to or for the benefit of the other or takes other action under this Agreement after such aforesaid termination or revocation by the undersigned but prior to the tenth day following receipt by Bank KTI of said written notice as set forth above, the rights of KTI shall be the same as if such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Daterevocation had not occurred.

Continuing Guaranty. This Guaranty OCI and OTI shall continue each be liable for its Guaranteed Obligations, plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations may be created and continued in full force any amount without affecting or impairing the liability of OCI or OTI therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by KTI, or any renewal or extension of any thereof need be given to OCI or OTI and effect none of the foregoing acts shall release OCI or OTI from liability hereunder. The agreement of OCI or OTI pursuant to the Credit Agreement with respect to each Guarantor its Guaranteed Obligations is an absolute, unconditional and may not be revoked until all existing continuing guaranty of payment of such Guaranteed Obligations and all shall continue to be in force and be binding upon OCI or OTI until such Guaranteed Obligations hereafter incurred are paid in full and the Credit Agreement is terminated, and KTI may continue, at any time and without notice to such Borrower, to extend credit or arising have been paidother financial accommodations and loan monies to or for the benefit of the other on the faith thereof. Each of OCI and OTI hereby waives, performed and satisfied in full. Notwithstanding to the foregoingfullest extent permitted by law, any Guarantor may, by written notice right they may have to Bank, revoke or terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on GuarantorCredit Agreement is terminated. In the event that Bank receives an effective termination notice from Guarantor in accordance with either OCI or OTI shall have any right under applicable law to otherwise terminate or revoke its guaranty of the provisions of this paragraphGuaranteed Obligations which cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by person, is actually received by KTI's officer responsible for such matters. Any notice of termination or revocation described above shall not affect GuarantorOCI's liability or OTI's guaranty of the Guaranteed Obligations in relation to (ai) any of the Guaranteed Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after Oakhurst Company, Inc. December 29, 1998 Page 11 receipt thereof, if such Guaranteed Obligations were incurred through loans by KTI , and/or for Obligations the purpose of protecting any collateral, including, but not limited, to all protective advances, costs, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or incurred by KTI in connection with the Guaranteed Obligations. If, in reliance on either OCI or arising on OTI's guaranty of its Guaranteed Obligations, KTI makes loans or other advances to or for the benefit of the other or takes other action under this Agreement after such aforesaid termination or revocation by the undersigned but prior to the tenth day following receipt by Bank KTI of said written notice as set forth above, the rights of KTI shall be the same as if such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Daterevocation had not occurred.

Continuing Guaranty. This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantors. hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force of the Obligations. No notice of the Obligations to which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantors and effect with respect to each none of the foregoing acts shall release the Guarantors from liability hereunder. Each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by Guarantor in payment. The Guarantors shall not be exonerated with respect to the Guarantors' liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantors and that the covenants, agreements and all obligations of the Guarantors hereunder be absolute, unconditional and irrevocable. The Guarantors shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Lender is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateLender.

Continuing Guaranty. This Guaranty is a complete and continuing guaranty of payment and performance of the Obligations. This Guaranty being a guarantee of payment and not of collectibility and being absolute and unconditional, the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on defenses of either Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and other reductions performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations subsequent to constitute the Termination Effective Date (other than payments made by Guarantor in respect direct and primary obligations of the Guaranty itself) shallGuarantor and that the covenants, unless Bank elects otherwise in writingagreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applied first to Obligations other than Pre-Termination and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of either Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Banks and then to Pre-Termination Obligations. It the Agent is further understood that the provisions not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the preceding sentence shall be applicable regardless of the amount of Borrowers to any Obligations incurred or arising subsequent to the Termination Effective DateBank.

Continuing Guaranty. This Guaranty is a complete and ------------------- continuing guaranty of payment and performance of the Obligations. This Guaranty being a guarantee of payment and not of collectibility and being absolute and unconditional, the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Banks and the Agent is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective Dateany Bank.

Continuing Guaranty. This Guaranty is a complete and continuing ------------------- guaranty of payment and performance of the Obligations. This Guaranty being a guarantee of payment and not of collectibility and being absolute and unconditional, the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Lenders and the Agent is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to any Lender. For further certainty, and without in any way limiting the generality of the foregoing or any provisions hereafter, the Guarantor agrees that to the Termination Effective Date.extent permitted by applicable law, the Lenders' rights under this Guarantee will not be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Guarantor), of any of the following:

Continuing Guaranty. This Guaranty is an absolute, unconditional, complete and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Issuer pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Issuer or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Purchasers is not intended to, and does not release any liability previously existing of any Obligations incurred other guarantor or arising subsequent surety of any indebtedness of the Issuer to the Termination Effective DatePurchasers.

Continuing Guaranty. This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor’s liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Lender is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateLender.

Continuing Guaranty. This Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paidIn consideration of, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bankan inducement for the granting, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxxexecution and delivery of the foregoing Lease attached hereto and made a part hereof, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing dated SEPTEMBER 28, 1995 (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective DateLease"), by and between DRAPXX XXXK NORTH, L.C. (b"Landlord") for Obligations which are renewalsand ADVANTA FINANCIAL CORPORATION ("Tenant"), modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior and other good and valuable consideration given by Landlord to the Termination Effective Dateundersigned guarantor, or ADVANTA CORP. (c"Guarantor") for Obligations hereby guarantees to Landlord (herein including its successors and assigns) the full and prompt payment of all Rents by the Tenant (herein including its successors and assigns); and the Guarantor (herein including its successors and assigns) hereby covenants and agrees to and with the Landlord that if Tenant shall be in default under the Lease, the Guarantor will forthwith pay such Rents to the Landlord, including, without limitation, all costs and reasonable attorneys' fees incurred or arising pursuant to by the Landlord as a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligorresult of Tenant's account,/2/ all Obligations referred to in default and enforcement of this sentence being hereinafter collectively called "Pre-Termination Obligations"Guaranty. This Guaranty is an absolute and unconditional Guaranty of payment. It is understood enforceable against the Guarantor, upon ten (10) days written notice of Tenant's default, without the necessity of legal suit or proceedings whatsoever on Landlord's part against the Tenant, or acceptance of this Guaranty. Any other notice or demand to which the Guarantor might otherwise be entitled is hereby expressly waived. The Guarantor hereby expressly agrees that for purposes the validity of this Guaranty and regardless the obligations of the Guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion or the failure to assert by the Landlord against Tenant of any conflicting agreement of Landlord's rights or remedies under the Lease. This Guaranty shall be a continuing Guaranty, and the liability of the Guarantor shall not be effected or impaired by reason of any assignment or extension of the Lease, or by reason of any modification, waiver or change in any terms and conditions of the Lease, or by reason of any dealings between Bank Landlord and Tenant, whether or not notice is given to the Guarantor. Any written notice or contact with Guarantor shall be addressed to: Advanta Corp. Attn: General Counsel Five Horsham Business Center 300 Xxxxx Xxxx Xxxxxxx, XX 00000-0000 Notwithstanding the preceding paragraphs, at the expiration of the Lease and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligationsextensions or holdovers, and then providing that Tenant is in full compliance with all obligations under the Lease, Guarantor's obligations under this Guaranty shall automatically terminate. DATED: March 12, 1996 GUARANTOR: ADVANTA CORP. /s/ John X. Xxxxx, Xx. ------------------------ Vice President 35 STATE OF PA ) NOTARIAL SEAL ) BETTX XXX XXXX, XXTARY PUBLIC :ss HORSHAM TWP., MONTXXXXXX XXXNTY ) MY COMMISSION EXPIRES FEB. 22, 1999 COUNTY OF MONTXXXXXX ) On this 14 day of March, 1996 before me a Notary Public, personally appeared John X. Xxxxx, Xx., xxo represented to Pre-Termination Obligations. It is further understood me to be the _________________ of Advanta Corp., a _______________, that executed the provisions within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the preceding sentence shall be applicable regardless of uses and purposes therein mentioned, and on oath stated that he/she had the amount of any Obligations incurred or arising subsequent capacity and was duly authorized to the Termination Effective Dateexecute said instrument.

Continuing Guaranty. This Guaranty is an absolute, unconditional, complete and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or Person for such or otherwise. The acceptance of this Guaranty by the Bank is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateBank.

Continuing Guaranty. This Subject to the terms of Section 20 hereof, until all obligations of the Borrower to the Agent and the Lenders under the Loan Documents are fulfilled to the satisfaction of the Agent and the Lenders and each and every of the terms, covenants and conditions of this Guaranty are fully performed and the Loan is fully repaid, the Guarantor shall not be released by any act or thing which might, but for this provision, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Agent or any Lender or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of the Guarantor or by reason of any further dealings between the Borrower and the Agent or any of the Lenders, whether relating to the Loan or otherwise, and the Guarantor hereby expressly waives and surrenders any defenses to its liability hereunder based upon any of the foregoing acts, omissions, things or agreements or waivers of the Agent or any of the Lenders; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder are absolute and unconditional under any and all circumstances. The Guarantor has also executed the Completion Guaranty and the Operating Deficit Guaranty in favor of the Agent and the Lenders and (a) payment or performance by the Guarantor of its obligations under this Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding decrease the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred under the Completion Guaranty or arising on or prior to the tenth day following receipt by Bank of such termination noticeOperating Deficit Guaranty, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), and (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements payment or rollovers of, performance by the Guarantor under the Completion Guaranty or which consist of accrued interest on. Obligations incurred the Operating Deficit Guaranty shall not decrease or arising on or prior to diminish the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date Guarantor's liability under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective DateGuaranty.

Continuing Guaranty. This Guaranty Each Borrower shall continue be liable for its Guaranteed Obligations, plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto. Guaranteed Obligations may be created and continued in full force any amount without affecting or impairing the liability of such Borrower therefor. No notice of such Guaranteed Obligations already or hereafter contracted or acquired by the Lender, or any renewal or extension of any thereof need be given to such Borrower and effect none of the foregoing acts shall release such Borrower from liability hereunder. The agreement of each Borrower pursuant to the Agreement with respect to each Guarantor its Guaranteed Obligations is an absolute, unconditional and may not be revoked until all existing continuing guaranty of payment of such Guaranteed Obligations and all shall continue to be in force and be binding upon such Borrower until such Guaranteed Obligations hereafter incurred are paid in full and the Agreement is terminated, and the Lender may continue, at any time and without notice to such Borrower, to extend credit or arising have been paidother financial accommodations and loan monies to or for the benefit of the other Borrowers on the faith thereof. Each Borrower hereby waives, performed and satisfied in full. Notwithstanding to the foregoingfullest extent permitted by law, any Guarantor may, by written notice right they may have to Bank, revoke or terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on GuarantorAgreement is terminated. In the event that Bank receives an effective termination notice from Guarantor in accordance with any Borrower shall have any right under applicable law to otherwise terminate or revoke its guaranty of the provisions of this paragraphGuaranteed Obligations which cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by such Borrower, is actually received by the officer of the Lender responsible for such matters. Any notice of termination or revocation described above shall not affect Guarantorsuch Borrower's liability guaranty of the Guaranteed Obligations in relation to (ai) any of the Guaranteed Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after receipt thereof, if such Guaranteed Obligations were incurred either through loans by the Lender, including, without limitation, advances or readvances in an aggregate outstanding amount not to exceed the aggregate amount of the Revolving Credit Amount as of the time such notice of termination or revocation was received, and/or for Obligations the purpose of protecting any collateral, including, but not limited, to all protective advances, costs, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or incurred by the Lender in connection with the Guaranteed Obligations. If, in reliance on any Borrower's guaranty of its Guaranteed Obligations, the Lender makes loans or arising on other advances to or for the benefit of any other Borrower or takes other action under the Agreement after such aforesaid termination or revocation by the undersigned but prior to the tenth day following receipt by Bank the Lender of said written notice as set forth above, the rights of the Lender shall be the same as if such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Daterevocation had not occurred.

Continuing Guaranty. This Guaranty is an absolute, unconditional, and continuing guaranty of payment and performance of the Obligations, and, except as otherwise set forth in the Credit Agreement, the obligations of the Guarantors hereunder shall continue not be released, in whole or in part, by any action or thing that might, but for this Section 3, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force of the Obligations. No notice of the Obligations to which this Guaranty may apply or of any renewal or extension thereof need be given to the Guarantors, and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding none of the foregoing, foregoing acts shall release any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bankfrom liability hereunder. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Each Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank demand of such termination noticepayment, presentment, protest, notice of dishonor, nonpayment, or nonperformance on any earlier day, on which Bank determines in good faith that and all forms of the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule, or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. Except as otherwise set forth in the Credit Agreement, no Guarantor in shall be exonerated with respect to its liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantors and that the covenants, agreements, and all obligations of the Guarantors hereunder be absolute, unconditional, and irrevocable. The Guarantors shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust, or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any Obligations incurred other Person for such deficiency is discharged pursuant to statute, judicial decision, or arising subsequent to the Termination Effective Dateotherwise.

Continuing Guaranty. This Guarantor shall be liable for the Guaranteed Obligations, plus accrued interest thereon and all reasonable attorneys’ fees, collection costs and enforcement expenses incurred by Provider in the enforcement of this Guaranty after a failure of Guarantor to pay the Guaranteed Obligations when the same are due and a demand for such payment shall have been made upon Guarantor for payment thereof. Guaranteed Obligations may be created and continued in any amount without affecting or impairing the liability of Guarantor under this Guaranty. No notice of such Guaranteed Obligations already or hereafter owed to Provider, or any extension of any thereof need be given to Guarantor and none of the foregoing acts shall release Guarantor from liability hereunder. The agreement of Guarantor pursuant to the Processing Agreement with respect to the Guaranteed Obligations is an absolute, unconditional and continuing guaranty of payment of the Guaranteed Obligations and shall continue to be in force and be binding upon Guarantor until such Guaranteed Obligations are paid in full and the Processing Agreement is terminated, and Provider may continue, at any time and without notice to Guarantor, to perform under the Processing Agreement on the faith thereof. Guarantor hereby waives, to the fullest extent permitted by law, any right it may have to revoke or terminate its guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and the Processing Agreement is terminated. In the event Guarantor shall have any right under Laws to otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by Guarantor, is actually received by an officer of Provider responsible for performance by Provider of the Processing Agreement. Any notice of termination or revocation described above shall not affect Guarantor’s guaranty of the Guaranteed Obligations in relation to (i) any of the Guaranteed Master Services Agreement (v.1.8.21) Appendix 3 Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after receipt thereof, if such Guaranteed Obligations were incurred either through payments remitted by Provider to Company under the Processing Agreement as of the time such notice of termination or revocation was received, and/or for the purpose of protecting any rights of Provider, including, but not limited, to all costs, expenses, and reasonable attorneys’ fees, whensoever made, incurred by Provider in connection with the Guaranteed Obligations. If, in reliance on Guarantor’s guaranty of its Guaranteed Obligations, Provider continues to perform under the Processing Agreement or takes other action under the Processing Agreement after such aforesaid termination or revocation by Guarantor but prior to the receipt by Provider of said written notice as set forth above, the rights of Provider shall be the same as if such termination or revocation had not occurred. In the event of assignment by Company of the Processing Agreement to any successor or assign, this Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Dateeffect.

Continuing Guaranty. This Subject to the terms of Section 22 hereof, until all obligations of the Borrower to the Agent and the Lenders under the Loan Documents are fulfilled to the satisfaction of the Agent and the Lenders and each and every of the terms, covenants and conditions of this Guaranty are fully performed and the Loan are fully repaid, no Guarantor shall be released by any act or thing which might, but for this provision, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Agent or any Lender or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of the Guarantor or by reason of any further dealings between the Borrower and the Agent or any of the Lenders, whether relating to the Loan or otherwise, and the Guarantor hereby expressly waives and surrenders any defenses to its liability hereunder based upon any of the foregoing acts, omissions, things or agreements or waivers of the Agent or any of the Lenders; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder are absolute and unconditional under any and all circumstances. The Guarantor has also executed the Payment Guaranty and the Operating Deficit Guaranty in favor of the Agent and the Lenders and (a) payment or performance by the Guarantor of its obligations under this Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding decrease the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred under the Payment Guaranty or arising on or prior to the tenth day following receipt by Bank of such termination noticeOperating Deficit Guaranty, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), and (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements payment or rollovers of, performance by the Guarantor under the Payment Guaranty or which consist of accrued interest on. Obligations incurred the Operating Deficit Guaranty shall not decrease or arising on or prior to diminish the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date Guarantor's liability under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective DateGuaranty.

Continuing Guaranty. This Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, may by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: Special Notices Section-Loan Accounting Dept-CoreStates Bank, N.A. 00 Xxxxx Xxxxx - 1500 Xxxxxx P. O. Xxx 0000 XxxxxxxxxxXxxxxx - XC 1-3-18-64 - Philxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The Xxe burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. , Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ account, all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any new Obligations incurred or arising subsequent to the Termination Effective Date.

Continuing Guaranty. This Guaranty is an absolute, unconditional, complete and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to its liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person (as defined below) for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Agent or the Lenders is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateAgent.

Continuing Guaranty. This Guaranty is an unconditional and continuing guaranty of payment and agreement to pay to the Creditor the amount of any payment made by the Creditor of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment to the Creditor by the Guarantor in full force and effect with respect of the Obligations. No notice of any renewal or extension of the Obligations need be given to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from The Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for demand of payment, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of the Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Norwest Debt; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations or the Norwest Debt now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Creditor pertaining to the Termination Effective Date Obligations or of the Debtor with respect to the Norwest Debt. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations. Notwithstanding the terms of this Guaranty to the contrary, the Guarantor shall not be liable under this Guaranty at any time when (A) either (I) a Creditor Default has occurred and is continuing or (II) the Norwest Obligations have been assigned to the Creditor, and (B) the Debtor is in compliance with the Norwest Obligations which have been assigned or otherwise transferred from the Lender to the Creditor by contract, subrogation or any other means, provided that, after such assignment or transfer has occurred, at any time any Event of Default other than payments made by a Creditor Default occurs and is continuing, the Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, shall thereafter be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Dateliable under this Guaranty.

Continuing Guaranty. For valuable consideration, Guarantor absolutely and unconditionally guarantees and promises to pay to Bank or its order, the indebtedness of Borrower to Bank on the terms and conditions set forth in the Agreement. IF MORE THAN ONE GUARANTOR EXECUTES THE AGREEMENT, THE LIABILITY OF EACH AND EVERY GUARANTOR (COLLECTIVELY REFERRED TO HEREIN AS "GUARANTOR") SHALL BE JOINT AND SEVERAL. The maximum liability of each Guarantor under this Agreement shall not exceed the sum of the principal amount set forth in the Confirmation Letter for such Guarantor, plus all interest thereon, plus all of Bank's costs, expenses, and attorney's fees incurred in connection with or relating to the collection of the Indebtedness, the collection and sale of any collateral for the Indebtedness or this Agreement, and the enforcement of this Agreement. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Bank either in the aggregate or at any one time. If Bank presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Bank under all guaranties shall be cumulative. This Guaranty shall continue in full force and effect with respect not (unless specifically provided below to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred the contrary) affect or arising have been paid, performed and satisfied in fullinvalidate any such other guaranties. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty shall be open and regardless continuous for so long as this Guaranty remains in force. Guarantor intends to guaranty at all times the performance and prompt payment when due, whether at maturity or earlier by reason of any conflicting agreement between Bank and any Obligoracceleration or otherwise, of all payments on and other reductions of Indebtedness within the Obligations subsequent to the Termination Effective Date limits (other than payments made by Guarantor in respect if any) of the Guaranty itself) shallset forth in this Agreement. Accordingly, unless Bank elects otherwise no payments made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions connection with any remaining portions of the preceding sentence shall be applicable regardless Indebtedness or any of the amount of any Obligations Indebtedness which subsequently arises or is thereafter incurred or arising subsequent to contracted. Any married person who signs this Guaranty as the Termination Effective DateGuarantor hereby expressly agrees that recourse may be had against both his or her separate property and community property.

Continuing Guaranty. You unconditionally and absolutely, jointly and severally, guarantee that Customer will fully and promptly pay and perform al l obligations under the Agreement and any addendums and supplements thereto. This is a continuing Guaranty and shall not be revoked by your death, bankruptcy, incompetency or insolvency. You may not terminate or revoke this Guaranty without written notice to us, and this Guaranty shall continue in full force and effect with respect regard to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or of Customer’s obligations arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank date of such termination notice. We may make changes, including compromise or settlement, with the Customer, and you waive any earlier dayabatement, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge setoff, defense or counterclaim for any reason and all notice of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements any changes or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations"default. It is understood not necessary for us to proceed first against the Customer before enforcing this Guaranty. You certify that the financial information you have given us is true, complete and accurate in all material respects. You authorize us to obtain credit bureau reports for credit and collection purposes of and to share them with our affiliates and agents. Without our prior written consent, you will not transfer your obligations under this Guaranty or all or substantially all your assets to anyone. This Guaranty will be binding on your estate, heirs, successors and regardless of any conflicting agreement between Bank and any Obligorassigns. We may assign this Guaranty without notice. The undersigned, all payments on and other reductions of the Obligations subsequent as to this guaranty, agree(s) to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itselfdesignated forum and consent(s) shallto personal jurisdiction, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligationsvenue, and then ch oice of law as stated in the Agreement, agree(s) to Pre-Termination Obligationspay all costs and expenses, including attorney fees, incurred by Lessor or Lessor’s assignee related to this guaranty and the Agreement. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Date.YOU AND WE IRREVOCABLY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED HERETO. X GUARANTOR SIGNATURE (AS AN INDIVIDUAL) HOME PHONE DATED

Continuing Guaranty. This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations, and the obligations of any Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to any Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding none of the foregoing, foregoing acts shall release any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bankfrom liability hereunder. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Each Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. No Guarantor in shall be exonerated with respect to such Guarantor’s liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantors and that the covenants, agreements and all obligations of the Guarantors hereunder be absolute, unconditional and irrevocable. The Guarantors shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Agent is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateAgent or any Lender.

Continuing Guaranty. Guarantor absolutely and unconditionally guarantees to Lessor, its successors and assigns, the full and prompt performance of all of Lessxx'x Xbligations including but not limited to the payment when due of all rents, charges of additional sums coming due under the Lease, and the performance of all covenants and agreements of the Lessee contained in the Lease. Guarantor further unconditionally guarantees the full and prompt payment of all damages that may arise or be incurred by Lessxx, xxs successors and assigns as the consequence of Lessxx'x xailure to perform any of Lessxx'x Xbligations. Guarantor unconditionally further agrees to pay all expenses, including attorneys' fees and legal expenses, paid or incurred by Lessor in endeavoring to collect or enforce Lessxx'x Xbligations or any part thereof. Such payment and performance is to be made or performed by Guarantor forthwith upon a default by Lessxx. Xxarxxxxx xxxees that this Guaranty arises out of the conduct of a trade, business or profession. In the event of the dissolution, bankruptcy or insolvency of Lessee, or the inability of Lessee to pay debts as they mature, or an assignment by Lessee for the benefit of creditors, or the institution of any bankruptcy or other proceedings by or against Lessee alleging that Lessee is insolvent or unable to pay debts as they mature, or Lessxx'x xefault under the Lease, and if such event shall occur at a time when any of Lessee's Obligations may not then be due and payable, Guarxxxxx xxxees to pay to Lessor upon demand, the full amount which would be payable hereunder by Guarantor if all Lessxx'x Xbligations were then due and payable. This Guaranty shall continue be an absolute and unconditional guaranty and shall remain in full force and effect as to Guarantor for the full term of the Lease any extensions thereof. Notwithstanding termination of the Lease, Guarantor shall continue to be liable for all Lessee's Obligations which have accrued up to and including the date of termination. Guarantor covenants and agrees that it shall not be released from the obligations of this Guaranty, nor shall such obligations be diminished or otherwise affected by (a) any extension of time or other indulgence granted to Lessee or other guarantors, or by a waiver with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, Lessxx'x Xbligations or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date")them, (b) for Obligations which are renewalsany assignment of the Lease or any subletting of the all or any portion of the Premises, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred any amendment or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions modification of the Obligations subsequent Lease (except to the Termination Effective Date extent such amendment or modification affects Lessxx'x Xbligations) or (d) any other act or omission of Lessor other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Datea written waiver.

Continuing Guaranty. THIS IS A “CONTINUING GUARANTY” UNDER WHICH XXXXXXXXX AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE OR MORE OF THEM, TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty shall will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all Obligations hereafter incurred or arising of Guarantor’s other obligations under this Guaranty shall have been paid, performed and satisfied in full. Notwithstanding the foregoingIf Guarantor elects to revoke this Guaranty, any Guarantor maymay only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, by written notice to Bankcertified mail, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business at Xxxxxx’s address listed above or such other place as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx BankLender may designate in writing. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions Written revocation of this paragraphGuaranty will apply only to new Indebtedness created after actual receipt by Xxxxxx of Guarantor’s written revocation. For this purpose and without limitation, such termination shall the term “new Indebtedness” does not affect Guarantor's liability (a) for Obligations include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, “new Indebtedness” does not include all or part of the Indebtedness that is: incurred or arising on or by Borrower prior to the tenth day following receipt by Bank of such termination notice, or revocation; incurred under a commitment that became binding before revocation; any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist and modifications of accrued interest onthe Indebtedness. Obligations incurred or arising on or prior This Guaranty shall bind Guarantor’s estate as to the Termination Effective DateIndebtedness created both before and after Guarantor’s death or incapacity, regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor or (c) for Obligations incurred administrator or arising pursuant to a commitment existing on other legal representative may terminate this Guaranty in the Termination Effective Date same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under which Bank was obligated to extend credit this Guaranty. A revocation Lender receives from any one or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in more Guarantors shall not affect the liability of any remaining Guarantors under this sentence being hereinafter collectively called "Pre-Termination Obligations"Guaranty. It is understood anticipated that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions fluctuations may occur in the aggregate amount of the Obligations subsequent to the Termination Effective Date (other than payments made Indebtedness covered by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligationsthis Guaranty, and then to Pre-Termination Obligations. It is further understood Guarantor specifically acknowledges and agrees that the provisions of the preceding sentence shall be applicable regardless of reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, successors and assigns so long as any Obligations incurred or arising subsequent of the Indebtedness remains unpaid and even though the Indebtedness may from time to the Termination Effective Datetime be zero dollars ($0.00).

Continuing Guaranty. This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantor hereunder shall continue not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full force and effect with respect of the Obligations. No notice of the Obligations to each which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in fullnone of the foregoing acts shall release the Guarantor from liability hereunder. Notwithstanding the foregoing, any The Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability hereby expressly waives (a) for Obligations incurred demand of payment, presentment, protest, notice of dishonor, nonpayment or arising nonperformance on or prior to any and all forms of the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), Obligations; (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist notice of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes acceptance of this Guaranty and regardless notice of any conflicting agreement between Bank liability to which it may apply; (c) all other notices and demands of any Obligorkind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all payments on and other reductions defenses of the Obligations subsequent Borrower pertaining to the Termination Effective Date (other than payments made Obligations except for the defense of discharge by payment. The Guarantor in shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, it being the purpose and then to Pre-Termination Obligations. It is further understood intent of this Guaranty that the provisions Obligations constitute the direct and primary obligations of the preceding sentence Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be applicable regardless and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the amount Obligations, whether or not the liability of the Borrower or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Agent and the Banks is not intended and does not release any liability previously existing of any Obligations incurred guarantor or arising subsequent surety of any indebtedness of the Borrower to the Termination Effective DateAgent and the Banks.

Continuing Guaranty. This Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing (a) WIL-Switzerland guarantees that the Guaranteed Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor paid strictly in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions terms of the Obligations subsequent to Credit Agreement and the Termination Effective Date (other than payments made by Guarantor Loan Documents; provided that if payment in respect of the Guaranty itself) shall, unless Bank elects otherwise any Guaranteed Obligations shall be due in writing, be applied first to Obligations a currency other than PreDollars and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligations in such currency shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, the Issuing Bank or such Lender, WIL-Termination ObligationsSwitzerland shall make payment of the Dollar Equivalent of such Guaranteed Obligations and shall indemnify the Administrative Agent, the Issuing Bank or such Lender against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. WIL-Switzerland agrees that, to the maximum extent permitted by applicable law, the Guaranteed Obligations and Loan Documents to which the Borrower is a party may be extended or renewed, and then indebtedness thereunder repaid and reborrowed in whole or in part, without notice to Preor assent by WIL-Termination Switzerland, and that WIL-Switzerland shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans to the Borrower. The obligations of WIL-Switzerland under this Guaranty are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under the Credit Agreement or any other Loan Document or any substitution, release or exchange of any other guarantee of or security for the Obligations. It To the maximum extent permitted by applicable law, except as otherwise expressly provided in the Credit Agreement or any other Loan Document to which WIL-Switzerland is further understood that a party, the provisions obligations of the preceding sentence WIL-Switzerland under this Guaranty shall be applicable regardless of absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the amount of terms hereof under any Obligations incurred or arising subsequent to the Termination Effective Date.circumstances whatsoever, including:

Continuing Guaranty. This Guarantor unconditionally guarantees and promises to pay and perform as and when due, upon the demand of Representative Purchaser, all obligations of Seller under the Purchase Agreement and all other documents, instruments and agreements delivered to Representative Purchaser or the Purchasers in connection therewith (collectively, including this Guaranty, the "Transaction Documents"), including (a) the obligations of Seller to repurchase Purchased Receivables (whether pursuant to Part 7 or Part 12 of the Purchase Agreement or otherwise), (b) the obligations of Seller as collection agent under the Purchase Agreement (whether pursuant to Part 9 of the Purchase Agreement or otherwise) and (c) all other obligations of Seller under the Transaction Documents (all such obligations, including the obligations described in clauses (a) and (b) above, to be referred to herein collectively as the "Guaranteed Obligations"). Guarantor shall make all payments required hereunder to Representative Purchaser, or its order, for itself and for the ratable benefit of the Purchasers, at Representative Purchaser's office located at the address set forth in subparagraph 8(a) hereof, or at such other office as Representative Purchaser may designate, on demand in such lawful currency as is required by subparagraph 8(d) hereof. Notwithstanding any termination of this Guaranty in accordance with paragraph 6 hereof, this Guaranty shall continue to be in full force and effect with respect and applicable to each any Guaranteed Obligations arising thereafter which arise because prior payments of Guaranteed Obligations are rescinded or otherwise required to be surrendered by Representative Purchaser or the Purchasers after receipt. The liability of Guarantor hereunder is independent of the obligations of Seller and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing obligors under the Receivables (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective DateBuyers"), (b) for Obligations which are renewalsand a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether action is brought against Seller, modifications, amendments, extensions, substitutions, replacements any Buyer or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions guarantor of the Guaranteed Obligations subsequent to the Termination Effective Date (or whether Seller, any Buyer or any other than payments made by Guarantor in respect guarantor of the Guaranteed Obligations is joined in any such action or actions. This Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, is a guaranty of payment and then to Pre-Termination Obligations. It is further understood that the provisions not of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Datecollection.

Continuing Guaranty. This Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: Special Notices Section, Loan Accounting Department, CoreStates Bank, N.A. 00 Xxxxx Xxxxx N.A., 1500 Xxxxxx P. O. Xxx 0000 XxxxxxxxxxXxxxxx, Xxxxxx Xxxxxx, Xxxx, XX:0-0-00-00, Xxxxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The 00000. Xhe burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. , Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date Dare under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ account, all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". ." It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any new Obligations incurred or arising subsequent to the Termination Effective Date.

Continuing Guaranty. Guaranty . Each Guarantor, jointly and severally with the other Guarantors, hereby absolutely, irrevocably 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, 128 indemnities, damages, costs, expenses or otherwise, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all reasonable and documented out-of-pocket costs, attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under Section 10.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent demonstrable error. This Guaranty shall continue in full force not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and effect with respect to each Guarantor and hereby irrevocably waives any defenses it may not be revoked until now have or hereafter acquire in any way relating to any or all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding of the foregoing, any Guarantor may, by written notice to Bank, terminate its ------------------------ /1/ CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as CoreStates First Pennsylvania Bank and as CoreStates Xxxxxxxx Bank. liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: CoreStates Bank, N.A. 00 Xxxxx Xxxxx Xxxxxx P. O. Xxx 0000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxxxx The burden of establishing (i) that Bank has received any termination notice hereunder and (ii) the day on which such notice was received shall be on Guarantor. In the event that Bank receives an effective termination notice from Guarantor in accordance with the provisions of this paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the tenth day following receipt by Bank of such termination notice, or any earlier day, on which Bank determines in good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on. Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account,/2/ all Obligations referred to in this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and regardless of any conflicting agreement between Bank and any Obligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-Termination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of the amount of any Obligations incurred or arising subsequent to the Termination Effective Date.