Common use of Guaranty of Obligations Clause in Contracts

Guaranty of Obligations. The Guarantors hereby, jointly and severally, unconditionally guarantee, and become surety for, the prompt payment and performance of all of the Obligations. This is a guaranty of payment and not of collection and no Secured Party shall be required or obligated, as a condition of any Guarantor’s liability, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Code.

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

Guaranty of Obligations. The Guarantors hereby, Obligations shall be jointly and severallyseverally guaranteed by the Guarantors pursuant to one or more Guaranties, unconditionally guaranteethe obligations under which shall be secured pursuant to the terms and conditions of the Security Agreement (to which such Guarantor shall become a party). Promptly after the date on which any Person becomes a Material Domestic Subsidiary of the Borrower, and, in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause such Person to execute and deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty and an addendum by which such Person becomes a party to the Security Agreement. In addition, promptly after any date that the total revenues or total assets of all Subsidiaries organized under the laws of the United States or any state or territory thereof that are at such time not Guarantors (each, a “Non-Guarantor Subsidiary”) together exceed ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis, and become surety forin any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the prompt payment Borrower will cause one or more Non-Guarantor Subsidiaries to execute and performance deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty (and an addendum by which such Person becomes a party to the Security Agreement), so that, after delivery of such guaranty or guarantees, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries together are less than ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis. In all of the Obligations. This is a guaranty of payment foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and not of collection other information and no Secured Party shall be required or obligateditems as are reasonably requested by the Administrative Agent, as a condition at the request of any Guarantor’s liabilityLender, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it in connection with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Lawforegoing, including the rights resolutions, incumbency and officers’ certificates and opinions of a secured party under the Uniform Commercial Codecounsel.

Guaranty of Obligations. The Guarantors hereby, jointly and severally, unconditionally guarantee, and become surety forADSX (for purposes of this Section 1.4(g), the prompt “Guarantor”) hereby unconditionally guarantees (i) the timely, full and complete payment and performance by VeriChip of all covenants and agreements contained in Section 1.4(f); provided that, without limiting the foregoing or any other obligations of ADSX or any other party, ADSX automatically and without further notice shall be obligated to satisfy the Cash Second Payment Obligation (including simple interest thereon from the date of demand through and including the date of payment at an interest rate equal to the Prime Rate) if VeriChip has not satisfied such obligation within five business days after demand; and (ii) the timely, full and complete payment and performance by the Buyer of all of its obligations under this Agreement; and (iii) the Obligationstimely, full and complete performance by VeriChip of all of its obligations under the VeriChip Registration Agreement. The obligation of the Guarantor is primary, absolute and unconditional, is a continuing guaranty, and shall remain in force at all times hereafter, until all of each primary obligor’s and the Guarantor’s obligations hereunder have been satisfied in full. ADSX hereby waives notice, presentment, demand, protest and notice of dishonor of any of the liabilities or obligations guaranteed pursuant to clause (i) of this Section 1.4(g), and hereby waives any failure to promptly commence suit against any party or to give any notice to or make any claim or demand upon Guarantor or other Person respecting such liabilities or obligations guaranteed pursuant to clause (i) of this Section 1.4(g). Guarantor further agrees that this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of any Person, or otherwise, all as though such payment had not been made. This is a guaranty shall inure to the benefit of payment the Holder and not of collection and no Secured Party the Seller. There shall be required no duty or obligated, as a condition of any Guarantor’s liability, obligation upon the Holder or the Seller (i) to make any demand upon or to pursue any of its rights proceed against any Borrowerother Person, (ii) to initiate any other Loan Party proceeding or exhaust any remedy against any other Person, or (iii) to pursue give any rights which may be available notice to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absoluteGuarantor whatsoever before bringing suit, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party instituting proceedings of any other Person, or any other guaranty or any security held by it kind against the Guarantor for any of the Obligations, by any failure liabilities or obligations guaranteed pursuant to clause (i) of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereofthis Section 1.4(g). The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, Until all of the Obligations; obligations of the Buyer, the Company and (b) exercise VeriChip under this Agreement and the VeriChip Registration Agreement have been satisfied in full, the Guarantor shall have no right of subrogation and hereby waives any right to enforce any remedy which the Seller now has or all of their may hereafter have against the Guarantor. All rights and remedies against under this Section 1.4(g) are cumulative and those granted hereunder are in addition to any Guarantor, whether provided for hereunder, rights and remedies available under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Codelaw.

Guaranty of Obligations. The Guarantors hereby, Obligations shall be jointly and severallyseverally guaranteed by the Guarantors pursuant to one or more Guaranties. Promptly after the date on which any Person becomes a Material Domestic Subsidiary of the Borrower, unconditionally guaranteeand, in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause such Person to execute and deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty. In addition, promptly after any date that the total revenues or total assets of all Subsidiaries organized under the laws of the United States or any state or territory thereof that are at such time not Guarantors (each, a “Non-Guarantor Subsidiary”) together exceed ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis, and become surety forin any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the prompt payment Borrower will cause one or more Non-Guarantor Subsidiaries to execute and performance deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty, so that, after delivery of such guaranty or guarantees, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries together are less than ten percent (10.0%) of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis. In all of the Obligations. This is a guaranty of payment foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and not of collection other information and no Secured Party shall be required or obligateditems as are reasonably requested by the Administrative Agent, as a condition at the request of any Guarantor’s liabilityLender, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it in connection with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Lawforegoing, including the rights resolutions, incumbency and officers’ certificates and opinions of a secured party under the Uniform Commercial Codecounsel.

Guaranty of Obligations. The Each of the Guarantors herebyhereby absolutely, irrevocably and unconditionally, and jointly and severally, guarantees to Administrative Agent, for the benefit of the Lenders the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each of the Guarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally, unconditionally guaranteefor the Obligations as a primary obligor, and become surety for, the prompt payment that each Guarantor shall fully perform each and performance of all of the Obligationsevery term and provision hereof. This Guaranty is a guaranty of payment and not of collection and no Secured Party only. Neither Administrative Agent nor any Lender shall be required to exhaust any right or obligated, as a condition of any Guarantor’s liability, to make any demand upon remedy or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any action against Borrower or any other Personperson or entity. Each Guarantor agrees that, or as between such Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any part thereof or any security stay, injunction or other guaranty thereof. The Guarantors’ obligations hereunder prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall not be affected, modified or impaired immediately become due and payable by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash each of the Obligations (other than Unasserted Contingent Obligations) as required under Guarantors for the purposes of this AgreementGuaranty. Upon Without limiting the occurrence generality of the foregoing, each Guarantor, and during the continuance by its acceptance of any Event of Defaultthis Guaranty, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Administrative Agent, for the benefit of the Secured PartiesLenders, all hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Obligations; Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and (b) exercise all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or all payments made by or on behalf of their any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies against any Guarantorof the Administrative Agent on behalf of the Lenders, whether provided for hereunder, under any Other Document or under any Applicable Lawprovided that, including the rights of a secured party under the Uniform Commercial Codenothing in this sentence shall be construed to increase such Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantors hereby(a) Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent and Lenders, the payment of the Obligations (but expressly excluding any amounts owing under the Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and 1(d)(8) herein below), subject to the limitations set forth in subsection (b) below, whether now or hereafter arising, as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally, unconditionally guaranteefor the Obligations SMRH:479595026.5 (but expressly excluding any amounts owing under the Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and 1(d)(8) herein below) as a primary obligor, subject to the limitations set forth in subsection (b) below, and become surety for, the prompt payment that Guarantor shall fully perform each and performance of all of the Obligationsevery term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent and no Secured Party Lenders shall not be required to exhaust any right or obligated, as a condition of remedy or take any Guarantor’s liability, to make any demand upon or to pursue any of its rights action against any Borrower, any other Loan Party Borrowers or any other Personperson or entity or any collateral. Guarantor agrees that, as between Guarantor and Administrative Agent and Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty (provided Guarantor's liability with respect thereto shall at all times remain subject to the limitations set forth in this Section 1(b)) notwithstanding any stay, injunction or to pursue any rights other prohibition which may be available to it with respect to prevent, delay or vitiate any other Person who may be liable declaration as regards Borrowers and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by Guarantor (but expressly excluding any amounts owing under the Environmental Indemnity Agreement, except as expressly provided in Sections 1(d)(7) and 1(d)(8) herein below) for the payment purposes of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial CodeGuaranty.

Guaranty of Obligations. The Guarantors hereby, jointly Guarantor hereby absolutely and severally, unconditionally guarantee, and become surety for, guarantees the prompt payment and performance in full of all of the Obligations as and when the respective parts thereof become due and payable. If the Obligations. This is a guaranty , or any part thereof, shall not be paid in full when due and payable, Lender shall have the right to proceed directly against Guarantor under this Agreement to collect the payment in full of payment and the Obligations, regardless of whether or not of collection and no Secured Party Lender shall have theretofore proceeded or shall then be required or obligated, as a condition of any Guarantor’s liability, to make any demand upon or to pursue any of its rights proceeding against any Borrower, any other Loan Party Sweet Factory or any other PersonObligor or Collateral, if any, or any of the foregoing, it being understood that Lender, in its sole discretion may proceed against any Obligor and any Collateral, and may exercise each right, power or privilege that Lender may then have, either simultaneously or separately, and, in any event, at such time or times and as often and in such order as Lender, in its sole discretion, may from time to pursue time deem expedient to collect the payment in full of the Obligations. Guarantor further agrees to pay to Lender, and reimburse Lender for, on demand and in immediately available funds, (a) all losses, fees, costs and expenses (including all court costs and reasonable attorneys and paralegals' fees, costs and expenses) paid or incurred by Lender in: (i) endeavoring to collect all or any rights which may be available part of the Obligations from, or in prosecuting any action against any SF Company relating to it the Post-Petition Credit Agreement, the other Loan Documents or the transactions contemplated thereby; (ii) taking any action with respect to any other Person who may be liable for security or Collateral securing the payment Obligations or obligations of any Obligor; and (iii) preserving, protecting or defending the Obligations. This is an absoluteenforceability of, unconditionalor enforcing, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding this Agreement or its respective rights under this Agreement at a particular time or from time (all such losses, fees, costs and expenses described in clauses (i) through (iii) above are referred to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of as the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly"EXPENSES") against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all interest on the Expenses, from the date of their rights and remedies against any Guarantor, whether provided demand under this Agreement until paid in full at the applicable interest rate specified for hereunder, under any Other Document or under any Applicable Law, including Revolving Loans in the rights of a secured party under the Uniform Commercial CodePost-Petition Credit Agreement.

Guaranty of Obligations. The Guarantors herebyGuarantor hereby unconditionally ----------------------- guarantees to the Beneficiary the due and punctual payment when due of all amounts now due or hereafter becoming due in respect of the Company's obligations arising under the Note and under the Purchase Agreement (including, jointly and severallywithout limitation, unconditionally guaranteeSection 7.2 thereof) (such obligations being herein called the "Obligations"), and become surety for, agrees to pay any and all reasonable expenses incurred by the prompt payment Beneficiary in enforcing any rights under this Guaranty. This Guaranty is a primary and performance of all original obligation of the Obligations. This Guarantor and is a an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collection collectibility or performance and is in no Secured Party way conditioned or contingent upon any attempt to collect from the Company or to realize upon any property constituting security for the Obligations; provided, however, that, in respect of the Company's obligations arising under the Purchase Agreement and the Guarantor's obligations hereunder in respect of such obligations of the Company, the Guarantor shall be required or obligatedobligated hereunder to the same extent, except as otherwise specifically provided herein, as a condition if the Guarantor were the Company under the Purchase Agreement; provided, further, however, that the immediately foregoing limitation on the Guarantor's Obligations hereunder in respect of the Company's obligations under the Purchase Agreement (except as set forth herein) shall not limit obligations of the Guarantor hereunder to the extent the limitations (including termination, disavowal, rejection or reduction) of any Guarantor’s liabilitysuch obligation of the Company results from (a) any insolvency or bankruptcy case or proceeding (including any case under the U.S. Bankruptcy Code of 1978, as amended), or any receivership, liquidation, reorganization or other similar case or proceeding relative to make any demand upon the Company or to pursue any all or substantially all of its rights against assets, or (b) any Borrowerliquidation, dissolution, reorganization or winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any other Loan Party assignment of all or substantially all of the assets of the Company for the benefit of creditors or any other Personmarshalling of assets and liabilities of the Company (the events in clauses (a), (b) and (c) collectively referred to as an "Insolvency or to pursue any rights which may be available to it with respect to any other Person who may Liquidation Proceeding"), and in such event the Guarantor shall be liable for the payment in respect of obligations of the ObligationsCompany pursuant to the Purchase Agreement as if no such Insolvency or Liquidation Proceeding had been initiated. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until If the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time Company shall fail to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for pay any of the Obligations when and as the same shall become due and payable, the Guarantor shall forthwith pay such Obligations, in immediately available funds, directly to the Beneficiary at his address specified herein or any guarantyat such other place as the Beneficiary shall direct. If the Beneficiary shall be entitled to acceleration of payment of the Obligations and such acceleration is stayed, enjoined or by any irregularityotherwise prevented, unenforceability the Guarantor, upon demand therefor, will pay to the Beneficiary the sums which would otherwise have been due to the Beneficiary in respect of the Obligations had such acceleration occurred. The Guarantor hereby waives diligence, presentment or invalidity protest. Each default in payment of any of the Obligations with respect shall give rise to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations a separate cause of action hereunder shall not and separate suits may be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash brought hereunder as each cause of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Codeaction arises.

Guaranty of Obligations. The Guarantors herebyGuarantor hereby ----------------------- unconditionally guarantees to the Beneficiary the due and punctual payment when due of all amounts now due or hereafter becoming due in respect of the Company's obligations arising under the Note and under the Purchase Agreement (including, jointly and severallywithout limitation, unconditionally guaranteeSection 7.2 thereof) (such obligations being herein called the "Obligations"), and become surety for, agrees to pay any and all reasonable expenses incurred by the prompt payment Beneficiary in enforcing any rights under this Guaranty. This Guaranty is a primary and performance of all original obligation of the Obligations. This Guarantor and is a an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collection collectibility or performance and is in no Secured Party way conditioned or contingent upon any attempt to collect from the Company or to realize upon any property constituting security for the Obligations; provided, however, that, in respect of the Company's obligations arising under the Purchase Agreement and the Guarantor's obligations hereunder in respect of such obligations of the Company, the Guarantor shall be required or obligatedobligated hereunder to the same extent, except as otherwise specifically provided herein, as a condition if the Guarantor were the Company under the Purchase Agreement; provided, further, however, that the immediately foregoing limitation on the Guarantor's Obligations Agreement (except as set forth herein) shall not limit obligations of the Guarantor hereunder to the extent the limitations (including termination, disavowal, rejection or reduction) of any Guarantor’s liabilitysuch obligation of the Company results from (a) any insolvency or bankruptcy case or proceeding (including any case under the U.S. Bankruptcy Code of 1978, as amended), or any receivership, liquidation, reorganization or other similar case or proceeding relative to make any demand upon the Company or to pursue any all or substantially all of its rights against assets, or (b) any Borrowerliquidation, dissolution, reorganization or winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any other Loan Party assignment of all or substantially all of the assets of the Company for the benefit of creditors or any other Personmarshalling of assets and liabilities of the Company (the events in clauses (a), (b) and (c) collectively referred to as an "Insolvency or to pursue any rights which may be available to it with respect to any other Person who may Liquidation Proceeding"), and in such event the Guarantor shall be liable for the payment in respect of obligations of the ObligationsCompany pursuant to the Purchase Agreement as if no such Insolvency or Liquidation Proceeding had been initiated. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until If the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time Company shall fail to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for pay any of the Obligations when and as the same shall become due and payable, the Guarantor shall forthwith pay such Obligations, in immediately available funds, directly to the Beneficiary at his address specified herein or any guarantyat such other place as the Beneficiary shall direct. If the Beneficiary shall be entitled to acceleration of payment of the Obligations and such acceleration is stayed, enjoined or by any irregularityotherwise prevented, unenforceability the Guarantor, upon demand therefor, will pay to the Beneficiary the sums which would otherwise have been due to the Beneficiary in respect of the Obligations had such acceleration occurred. The Guarantor hereby waives diligence, presentment or invalidity protest. Each default in payment of any of the Obligations with respect shall give rise to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations a separate cause of action hereunder shall not and separate suits may be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash brought hereunder as each cause of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Codeaction arises.

Guaranty of Obligations. The Subject to the limitations contained herein, the Guarantors hereby, jointly and severally, unconditionally guaranteeguarantee the prompt payment of the Obligations, as hereinafter defined, and become surety for, the prompt payment and performance of all of thereof (including any interest accruing thereon after maturity, or after the Obligations. This is a guaranty of payment and not of collection and no Secured Party shall be required or obligated, as a condition filing of any Guarantor’s liabilitypetition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to make any demand upon the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to pursue any become due, now existing or hereafter arising; which arise out of its rights against any or in connection with the Loan from the Lenders to the Borrower; provided that notwithstanding anything to the contrary contained herein or elsewhere, any other Loan Party or any other Personand for the avoidance of doubt, or to pursue any rights which may be available to it the Guarantors guarantee, and liability pursuant hereto with respect to the Obligations, shall not in any other Person who may be liable for event exceed the payment amount of One Million Dollars ($1,000,000) (the “Guaranteed Amount”); and any amendments, extensions, renewals or increases and all costs and expenses of the Obligations. This is an absoluteLenders (including reasonable attorneys' fees and expenses) incurred in the documentation, unconditionalnegotiation, irrevocable and continuing guaranty and will remain modification, enforcement, collection or otherwise in full force and effect until the occurrence connection with any of the Termination Dateforegoing, including the Notes, as more fully set forth herein (collectively, the “Obligations”). This guaranty If the Borrower defaults under any such Obligations, the Guarantors will remain in full force and effect even if there is no principal balance outstanding pay the amount due to the Lenders. If the Borrower defaults under this Agreement at a particular time or from time any such Obligations, the Guarantors will pay the Guaranteed Amount to timethe Lenders. This guaranty will not The Guaranteed Amount shall be affected reduced by any surrender, exchange, acceptance, compromise amounts which the Lenders may realize before or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any after maturity of the Obligations, by any failure acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any Secured Party to take any steps to perfect other person or maintain its Lien in entity, other than the Guarantors primarily or to preserve its rights to any Collateral or other security secondarily liable for any of the Obligations or any guarantypart thereof, or by any irregularityotherwise credited to the Borrower or such person or entity, unenforceability or invalidity of any as a result of the Obligations exercise of the Lenders’ rights with respect to any Borrower or any other Person, collateral for the Obligations or any part thereof or any security or thereof, on a pro rata basis in proportion to amounts realized by the Lenders with respect to amounts due under the Notes. Solely for purposes of illustration, if the aggregate amount outstanding under the Notes is $3,500,000 and the Borrower repays $1,400,000 of such amount, the Guaranteed Amount shall be reduced by $400,000 to $600,000. Payments made to the Lenders by the Guarantor (other guaranty thereof. The Guarantors’ obligations hereunder shall not be affectedthan, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against , from collateral or other persons or entities liable for any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all portion of the Obligations; and (b) exercise any after maturity of the Obligations, by acceleration or all of their rights and remedies against any Guarantorotherwise, whether provided for hereunder, under any Other Document or under any Applicable Law, including shall reduce the rights of a secured party under the Uniform Commercial CodeGuaranteed Amount.

Guaranty of Obligations. The Guarantors herebyGuarantor unconditionally, jointly absolutely ----------------------- and severally, unconditionally guarantee, irrevocably guarantees the full and become surety for, the prompt payment and performance when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations of Borrower to Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing or due or to become due, including, without limitation, under or in connection with that certain Loan and Security Agreement and Schedule to Loan and Security Agreement (collectively, the "Loan Agreement") of even date between Borrower and Lender, that certain Secured Promissory Term Note dated April 7, 1998 in the original principal amount of Seven Hundred Thousand Dollars ($700,000.00) executed by Borrower in favor of Lender, that certain Secured Revolving Credit Note dated of even date in the principal amount of One Million Dollars ($1,000,000.00) executed by Borrower in favor of Lender, and each of the Obligationsdocuments, instruments and agreements executed and delivered in connection therewith, as each may be modified, amended, supplemented or replaced from time to time (all such obligations are herein referred to collectively as the "Liabilities", and all documents evidencing or securing any of the Liabilities are herein referred to, collectively, as the "Loan Documents"). This Continuing Limited Personal Guaranty (this "Continuing Guaranty") is a guaranty of payment and performance when due and not of collection and no Secured Party shall be required or obligated, as a condition collection. In the event of any Guarantor’s liability, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Persondefault by Borrower in making payment of, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolutedefault by Borrower in performance of, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the ObligationsLiabilities, Guarantor agrees on demand by any failure of any Secured Party Lender to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any pay and perform all of the Obligations Liabilities as are then or any guaranty, thereafter become due and owing or by any irregularity, unenforceability or invalidity of any are to be performed under the terms of the Obligations with respect Loan Documents. Guarantor further agrees to any Borrower pay all expenses (including reasonable attorneys' fees and expenses) paid or any other Personincurred by Lender in endeavoring to collect the Liabilities, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under enforcing this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial CodeContinuing Guaranty.

Guaranty of Obligations. The Each of the Guarantors herebyhereby absolutely, irrevocably and unconditionally, and jointly and severally, guarantees to Administrative Agent, for the benefit of the Lenders, the payment and performance of the Obligations (the “Guaranteed Obligations”) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each of the Guarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally, unconditionally guaranteefor the Guaranteed Obligations as a primary obligor, and become surety for, the prompt payment that each Guarantor shall fully perform each and performance of all of the Obligationsevery term and provision hereof. This Guaranty is a guaranty of payment and not of collection and no Secured Party only. Neither Administrative Agent nor any Lender shall be required to exhaust any right or obligated, as a condition of any Guarantor’s liability, to make any demand upon remedy or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any action against Borrower or any other Personperson or entity. Each Guarantor agrees that, or as between such Guarantor and Administrative Agent and the Lenders, the Guaranteed Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any part thereof or any security stay, injunction or other guaranty thereof. The Guarantors’ obligations hereunder prohibition which may prevent, delay or vitiate any declaration as regards Xxxxxxxx and that in the event of a declaration or attempted declaration, the Guaranteed Obligations shall not be affected, modified or impaired immediately become due and payable by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash each of the Obligations (other than Unasserted Contingent Obligations) as required under Guarantors for the purposes of this AgreementGuaranty. Upon Without limiting the occurrence generality of the foregoing, each Guarantor, and during the continuance by its acceptance of any Event of Defaultthis Guaranty, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Administrative Agent, for the benefit of the Secured PartiesLenders, all hereby DB3/ 204543458.4 confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Obligations; Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and (b) exercise all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or all payments made by or on behalf of their any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies against any Guarantorof the Administrative Agent on behalf of the Lenders, whether provided for hereunder, under any Other Document or under any Applicable Lawprovided that, including the rights of a secured party under the Uniform Commercial Codenothing in this sentence shall be construed to increase such Guarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantors hereby, jointly 2.1 Guarantor hereby absolutely and severally, unconditionally guarantee, and become surety forguarantees full payment of the following (collectively, the prompt payment “Liabilities”): (i) the Recourse Liabilities (whether arising under the original Loan or any extension, modification, future advance, increase, amendment or modification thereof); (ii) interest due on amounts owing under any such Recourse Liabilities at the Default Rate to the extent not paid on or before the expiration of any applicable notice and performance cure periods with such interest accruing from and after such date until the date paid; (iii) all reasonable out-of-pocket expenses, including reasonable out-of-pocket attorneys’ fees, actually incurred by Lxxxxx in connection with the enforcement of any of Lender’s rights under this Guaranty; and (iv) to the extent the same relate to amounts or obligations owing under Recourse Liabilities, all reimbursement and indemnification obligations of Borrower set forth in Section 10.13 of the ObligationsLoan Agreement. This is a guaranty of payment and not of collection and no Secured Party shall be required Notwithstanding anything to the contrary contained herein or obligated, as a condition of any Guarantor’s liability, to make any demand upon or to pursue in any of its rights against any Borrower, any the other Loan Party Documents, Guarantor shall have no liability for Liabilities or any other Personmatters hereunder (a) if any acts or omissions creating liability hereunder were caused by the fraud, bad faith, willful misconduct or gross negligence of Lender or Servicer, or (b) for any events or matters to pursue the extent that same arise or accrue from and after the date that Lender or its nominee or designee acquires title to the Property by foreclosure (whether judicial or non-judicial), delivery by Borrower of a deed-in-lieu (or, if applicable, assignment-in-lieu) of foreclosure or otherwise in connection with any rights which may be available exercise of Lender’s remedies pursuant to it the Loan Documents, or (c) for any events or matters to the extent that same arise or accrue after the date of a Mezzanine Control Event (as defined below), or (d) for any events or matters to the extent that same arise or accrue from and after the replacement of Guarantor with respect to any other Person who may be liable for a Qualified Replacement Guarantor or Post-Merger Guarantor in accordance with the payment terms and conditions of the Obligations. This is an absoluteLoan Agreement, unconditional, irrevocable or (e) for any events or matters to the extent that same arise or accrue from and continuing guaranty and will remain in full force and effect until after the occurrence of the Termination Date. This guaranty will remain in full force a transfer and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any assumption of the Obligations, by any failure of any Secured Party Loan pursuant to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any Section 5.2.10(e) of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon For the occurrence and during the continuance of any Event of Defaultpurposes hereof, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Code.“

Guaranty of Obligations. The Guarantors herebySubject to the last sentence of this Section 2.1, jointly Guarantor hereby unconditionally and severally, unconditionally guarantee, and become surety for, absolutely guarantees the prompt and punctual payment and performance of the Revolving Loans, all amounts from time to time payable by the Companies in connection with the Revolving Loans (including without limitation, all principal, interest, and all other monetary obligations, including reasonable attorneys fees, costs, expenses and indemnities, whether primary, secondary, contingent, fixed or otherwise in connection with the Revolving Loans) and all other Obligations and terms, covenants and agreements of the Obligations. This is a guaranty Loan Documents and obligations to CIT hereunder and under the Loan Documents, in any case whether according to the present terms hereof and thereof, at any earlier or accelerated date or pursuant to any extension of payment and not of collection and no Secured Party time or to any change therein now or at any time hereafter made or granted (the obligations so guaranteed shall be required or obligatedcollectively referred to herein as the "Guaranteed Obligations"). The Guaranteed Obligations includes in all cases, as all such obligations that arise after the filing of a condition of any Guarantor’s liability, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it bankruptcy petition with respect to the Companies and/or Guarantor and all such obligations that will become payable but for the operation of (i) the automatic stay under Section 362(a) of the Bankruptcy Code, (ii) Section 502(b) of the Bankruptcy Code, or (iii) Section 506(b) of the Bankruptcy Code, including, but not limited to, interest, fees and expenses accruing with respect to the Obligations after the filing of a bankruptcy petition, whether or not allowed or allowable as a claim in the bankruptcy proceeding. Notwithstanding any other Person who may provision of any Loan Document or this Agreement, CIT's right to seek any payment from Guarantor on account of the Guaranteed Obligations shall be limited to, and shall not under any circumstances exceed $2,000,000, and Guarantor shall not be liable for the payment any deficiency in excess of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Code$2,000,000.

Guaranty of Obligations. The Guarantors herebyGuarantor hereby irrevocably, jointly absolutely and severallyunconditionally guarantees to Buyer prompt, unconditionally guaranteefull, faithful and become surety for, the prompt payment complete performance and performance observance of all of Seller’s Obligations ; and Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Obligations, Guarantor shall well and truly pay or perform (or cause to be paid or performed) the Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non - performance of the Obligations, or any of them . This is a guaranty 3. Guarantor’s Additional Covenants . The liability of payment and Guarantor hereunder shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Guarantor, including, without limitation : a. any amendment, modification or extension of collection and no Secured Party shall be required the Agreement or obligatedany Obligation; b. any extension of time for performance, as a condition whether in whole or in part, of any Guarantor’s liabilityObligation given prior to or after default thereunder; c. any exchange, surrender or release, in whole or in part, of any security that may be held by Buyer at any time under the Agreement; d. any other guaranty now or hereafter executed by Guarantor or anyone else; e. any waiver of or assertion or enforcement or failure or refusal to make any demand upon assert or to pursue any of its rights against any Borrowerenforce, in whole or in part, any other Loan Party Obligation, claim, cause of action, right or remedy which Buyer may, at any other Persontime, have under the Agreement or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security which may be held by it Buyer at any time for any of or under the Obligations, by any failure of any Secured Party to take any steps to perfect Agreement or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to the Seller ; f. any Borrower act or omission or delay to do any act by Buyer which may in any manner or to any extent vary the risk of Guarantor or which would otherwise operate as a discharge of Guarantor as a matter of law; g. the release of any other Person, guarantor from liability for the performance or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance observance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any GuarantorObligation, whether provided for hereunder, under by operation of law or otherwise; h. the failure to give Guarantor any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Code.notice whatsoever; DocuSign Envelope ID: AFE502F2 - 297D - 4002 - 9A5D - 921822FB6861

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

Guaranty of Obligations. The Guarantors herebySubject to the terms hereof, jointly Guarantor hereby irrevocably and severallyunconditionally guarantees and promises to Purchaser and its successors, unconditionally guaranteeendorsees, transferees and become surety for, assigns as a primary obligor the prompt and complete payment and performance of all by each Seller of the Obligations. This is a guaranty of payment Guaranteed Obligations as and not of collection and no Secured Party when the same shall be required due and payable (whether at the stated maturity, by acceleration or obligated, as a condition of any otherwise); provided however that Guarantor’s liabilitytotal aggregate liability under this Article II(a) shall not exceed an amount equal to (i) the Facility Recourse Amount on any day that any amounts under this Guaranty are due and payable plus (ii) to the extent that the purchaser under the Parallel Agreement has exercised remedies thereunder after the occurrence of an “Event of Default” under and as defined in the Parallel Agreement, the aggregate amount of proceeds remitted by or on behalf such purchaser to make any demand upon or to pursue any for the account of its rights against any Borrowerseller under the Parallel Agreement after the satisfaction in full of the “Repurchase Obligations” under and as defined in the Parallel Agreement plus (iii) the Remaining Liability Cap Amount (the “Liability Cap”); provided, any other Loan Party or any other Personfurther, or to pursue any rights which may be available to it that with respect to any other Person who may be liable for the payment of the Obligations. This is an absolutePurchased Asset, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time Guaranty shall cease to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights apply to any Collateral or other security for any of Guaranteed Obligations relating to such Purchased Asset which first arise following the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations date on which Purchaser has exercised final remedies with respect to any Borrower such Purchased Asset under Article 14(b)(ii)(D) or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly14(b)(iii) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Master Repurchase Agreement (provided that Guarantor shall remain liable as provided herein for any and all of the Guaranteed Obligations (that became due and payable with respect to such Purchased Asset on or prior to such date and with respect to all other than Unasserted Contingent ObligationsPurchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) as required or 14(b)(iii) of the Master Repurchase Agreement). Notwithstanding anything to the contrary in this Guaranty or in the Parallel Guaranty, the aggregate amount payable by Guarantor under this Agreement. Upon Article II(a) and Article II(a) of the occurrence and during Parallel Guaranty shall in no case exceed the continuance sum, calculated as of any Event applicable date of Defaultdetermination, the Agent may: of (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit Facility Recourse Amount as of the Secured Parties, all of the Obligations; such date and (b) exercise any or all the Parallel Guaranty Facility Recourse Amount as of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Codesuch date.

Guaranty of Obligations. The Guarantors hereby, jointly 2.1 Guarantor hereby absolutely and severally, unconditionally guarantee, and become surety forguarantees full payment of the following (collectively, the prompt payment “Liabilities”): (i) the Recourse Liabilities (whether arising under the original Loan or any extension, modification, future advance, increase, amendment or modification thereof); (ii) interest due on amounts owing under any such Recourse Liabilities at the Default Rate to the extent not paid on or before the expiration of any applicable notice and performance cure periods with such interest accruing from and after such date until the date paid; (iii) all reasonable out-of-pocket expenses, including reasonable out-of-pocket attorneys’ fees, actually incurred by Xxxxxx in connection with the enforcement of any of Lender’s rights under this Guaranty; and (iv) to the extent the same relate to amounts or obligations owing under Recourse Liabilities, all reimbursement and indemnification obligations of Borrower set forth in Section 10.13 of the ObligationsLoan Agreement. This is a guaranty of payment and not of collection and no Secured Party shall be required Notwithstanding anything to the contrary contained herein or obligated, as a condition of any Guarantor’s liability, to make any demand upon or to pursue in any of its rights against any Borrower, any the other Loan Party Documents, Guarantor shall have no liability for Liabilities or any other Personmatters hereunder (a) if any acts or omissions creating liability hereunder were caused by the fraud, bad faith, willful misconduct or gross negligence of Lender or Servicer, or (b) for any events or matters to pursue the extent that same arise or accrue from and after the date that Lender or its nominee or designee acquires title to the Property by foreclosure (whether judicial or non-judicial), delivery by Borrower of a deed-in-lieu (or, if applicable, assignment-in-lieu) of foreclosure or otherwise in connection with any rights which may be available exercise of Lender’s remedies pursuant to it the Loan Documents, or (c) for any events or matters to the extent that same arise or accrue after the date of a Mezzanine Control Event (as defined below), or (d) for any events or matters to the extent that same arise or accrue from and after the replacement of Guarantor with respect to any other Person who may be liable for a Qualified Replacement Guarantor in accordance with the payment terms and conditions of the Obligations. This is an absoluteLoan Agreement, unconditional, irrevocable or (e) for any events or matters to the extent that same arise or accrue from and continuing guaranty and will remain in full force and effect until after the occurrence of the Termination Date. This guaranty will remain in full force a transfer and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any assumption of the Obligations, by any failure of any Secured Party Loan pursuant to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any Section 5.2.10(e) of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon For the occurrence and during the continuance of any Event of Defaultpurposes hereof, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Code.“

Guaranty of Obligations. The Guarantors herebySubject to the last sentence of this Section 2.1, jointly Guarantor hereby unconditionally and severally, unconditionally guarantee, and become surety for, absolutely guarantees the prompt and punctual payment and performance of the Revolving Loans, all amounts from time to time payable by the Companies in connection with the Revolving Loans (including without limitation, all principal, interest, and all other monetary obligations, including reasonable attorneys fees, costs, expenses and indemnities, whether primary, secondary, contingent, fixed or otherwise in connection with the Revolving Loans) and all other Obligations and terms, covenants and agreements of the Obligations. This is a guaranty Loan Documents and obligations to Agent and Lenders hereunder and under the Loan Documents, in any case whether according to the present terms hereof and thereof, at any earlier or accelerated date or pursuant to any extension of payment and not of collection and no Secured Party time or to any change therein now or at any time hereafter made or granted (the obligations so guaranteed shall be required or obligatedcollectively referred to herein as the “Guaranteed Obligations”). The Guaranteed Obligations includes in all cases, as all such obligations that arise after the filing of a condition of any Guarantor’s liability, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it bankruptcy petition with respect to the Companies and/or Guarantor and all such obligations that will become payable but for the operation of (i) the automatic stay under Section 362(a) of the Bankruptcy Code, (ii) Section 502(b) of the Bankruptcy Code, or (iii) Section 506(b) of the Bankruptcy Code, including, but not limited to, interest, fees and expenses accruing with respect to the Obligations after the filing of a bankruptcy petition, whether or not allowed or allowable as a claim in the bankruptcy proceeding. Notwithstanding any other Person who may provision of any Loan Document or this Agreement, Agent’s right to seek any payment from Guarantor on account of the Guaranteed Obligations shall be limited to, and shall not under any circumstances exceed $2,000,000, and Guarantor shall not be liable for the payment any deficiency in excess of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Code$2,000,000.

Guaranty of Obligations. The Guarantors herebySubject to the terms and conditions ------------------------ in this Guaranty, jointly the Guarantor hereby unconditionally guarantees to the Beneficiary the due and severallypunctual payment when due of all amounts arising under the Lease Agreement and Financial Letter Agreement, unconditionally guaranteeas the case may be, as a result of the Company's breach of the representations and warranties made in subsection 2.3 of the Lease Agreement and in the Financial Letter Agreement and arising under the Employee Letter as a result of City Cinemas' breach of the representations and warranties made in Section 2 of the Employee Letter (such obligations being herein called the "Obligations"), and become surety for, agrees to pay any and all reasonable expenses incurred by the prompt payment Beneficiary in successfully enforcing any rights under this Guaranty. This Guaranty is a primary and performance of all original obligation of the Obligations. This Guarantor and is a an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collection collectibility or performance and is in no Secured Party shall be required way conditioned or obligatedcontingent upon any attempt to collect from the Company or City Cinemas, as a condition the case may be, or to realize upon any property constituting security for the Obligations, all to the same extent, except as otherwise specifically provided herein, as if the Guarantor were the Company under the Lease Agreement or Financial Letter Agreement, or City Cinemas under the Employee Letter; provided, however, that the foregoing limitation imposing on the Guarantor obligations hereunder as if it were the Company under the Lease Agreement or Financial Letter Agreement, or City Cinemas under the Employee Letter (except as set forth herein) shall not limit obligations of the Guarantor hereunder to the extent the limitations (including termination, disavowal, rejection or reduction) of any Guarantor’s liabilitysuch obligation of the Company or City Cinemas, as the case may be, results from (a) any insolvency or bankruptcy case or proceeding (including any case under the U.S. Bankruptcy Code of 1978, as amended), or any receivership, liquidation, reorganization or other similar case or proceeding relative to make the Company or City Cinemas, as the case may be, or all or substantially all of their respective assets, or (b) any demand upon liquidation, dissolution, reorganization or to pursue winding up of the Company or City Cinemas, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment of its rights against any Borrowerall or substantially all of the assets of the Company or City Cinemas, any other Loan Party as the case may be, for the benefit of creditors or any other Personmarshalling of assets and liabilities of the Company or City Cinemas, as the case may be (the events in (a), (b) and (c) collectively referred to as an "Insolvency or Liquidation Proceeding"), and in such event the Guarantor shall be liable in respect of obligations of the Company pursuant to the Lease Agreement or Financial Letter Agreement, or of City Cinemas pursuant to pursue any rights which the Employee Letter, as if no such Insolvency or Liquidation Proceeding had been initiated. If the Company or City Cinemas, as the case may be available be, shall fail to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for pay any of the Obligations when and as the same shall become due and payable, the Guarantor shall forthwith pay such Obligations, in immediately available funds, directly to the Beneficiary at its address specified herein or any guarantyat such other place as the Beneficiary shall direct. The Guarantor hereby waives diligence, presentment or by any irregularity, unenforceability or invalidity protest. Each default in payment of any of the Obligations with respect shall give rise to any Borrower or any other Persona separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Notwithstanding anything herein to the contrary, or any part thereof or any security or other guaranty thereof. The Guarantors’ the obligations of the Guarantor hereunder shall be limited to the same extent as set forth in paragraph (c) of Section 11 of the Lease Agreement, but shall not be affected, modified or impaired limited by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash the provisions of Section 30 of the Obligations (other than Unasserted Contingent Obligations) as required under this Lease Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Code.

Guaranty of Obligations. The Guarantors herebySubject to the terms hereof, jointly Guarantor hereby irrevocably and severallyunconditionally guarantees and promises to Purchaser and its successors, unconditionally guaranteeendorsees, transferees and become surety for, assigns as a primary obligor the prompt and complete payment and performance of all by each Seller of the Obligations. This is a guaranty of payment Guaranteed Obligations as and not of collection and no Secured Party when the same shall be required due and payable (whether at the stated maturity, by acceleration or obligatedotherwise); provided however that Guarantor’s total aggregate liability under this Article II(a) shall not exceed an amount equal to (i) the Facility Recourse Amount on any day that any amounts under this Guaranty are due and payable plus (ii) to the extent that purchaser under the Pre-Existing Agreement has exercised remedies thereunder after the occurrence of an “Event of Default” under and as defined in the Pre-Existing Agreement, the aggregate amounts remitted to or for the account of “Class B Noteholders” (as defined in the Master Definitions and Construction Module, as a condition defined in the Pre-Existing Agreement) after the occurrence of any Guarantor’s liabilitysuch “Event of Default” under the Pre-Existing Agreement plus (iii) the Remaining Liability Cap Amount (the “Liability Cap”); provided, to make any demand upon or to pursue any of its rights against any Borrowerfurther, any other Loan Party or any other Person, or to pursue any rights which may be available to it that with respect to any other Person who may be liable for the payment of the Obligations. This is an absolutePurchased Asset, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time Guaranty shall cease to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights apply to any Collateral or other security for any of Guaranteed Obligations relating to such Purchased Asset which first arise following the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations date on which Purchaser has exercised final remedies with respect to any Borrower such Purchased Asset under Article 14(b)(ii)(D) or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly14(b)(iii) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Master Repurchase Agreement (provided that Guarantor shall remain liable as provided herein for any and all of the Guaranteed Obligations (that became due and payable with respect to such Purchased Asset on or prior to such date and with respect to all other than Unasserted Contingent ObligationsPurchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) as required or 14(b)(iii) of the Master Repurchase Agreement). Notwithstanding anything to the contrary in this Guaranty or in the Pre-Existing Guaranty, the aggregate amount payable by Guarantor under this Agreement. Upon Article II(a) and Article II(a) of the occurrence and during Pre-Existing Guaranty shall in no case exceed the continuance sum, calculated as of any Event applicable date of Defaultdetermination, the Agent may: of (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit Facility Recourse Amount as of the Secured Parties, all of the Obligations; such date and (b) exercise any or all the Pre-Existing Guaranty Facility Recourse Amount as of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Codesuch date.

Guaranty of Obligations. The Guarantors hereby, Obligations shall be jointly and severallyseverally guaranteed by the Guarantors pursuant to one or more Guaranties. Promptly after the date on which any Person becomes a Material Subsidiary of the Borrower, unconditionally guaranteeand, in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause such Person to execute and deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of the Guaranty. In addition, promptly after any date that the total revenues or total assets of all Subsidiaries that are at such time not Guarantors (each, a "Non-Guarantor Subsidiary") together exceed 20% of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis, and become surety forin any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the prompt payment Borrower will cause one or more Non-Guarantor Subsidiaries to execute and performance deliver to the Administrative Agent, on behalf of the Lenders, a guaranty of the Obligations in substantially the form of a Guaranty, so that, after delivery of such guaranty or guarantees, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries together are less than 20% of the total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries, determined on a consolidated basis. In all of the Obligations. This is a guaranty of payment foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and not of collection other information and no Secured Party shall be required or obligateditems as are reasonably requested by the Administrative Agent, as a condition at the request of any Guarantor’s liabilityLender, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it in connection with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Lawforegoing, including the rights resolutions, incumbency and officers' certificates and opinions of a secured party under the Uniform Commercial Codecounsel.

Guaranty of Obligations. The Guarantors herebyGuarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally, unconditionally guarantee, severally with all existing and become surety forfuture guarantors of the Obligations, the prompt payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally with all existing and future guarantors of the Obligations, for the Obligations as a primary obligor, and that the Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection and no Secured Party only. Administrative Agent shall not be required to exhaust any right or obligated, as a condition of any Guarantor’s liability, to make any demand upon remedy or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any action against Borrower or any other Personperson or entity. The Guarantor agrees 131 that, or as between the Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any part thereof or any security stay, injunction or other guaranty thereofprohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash Without limiting the generality of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Defaultforegoing, the Agent may: (a) demand that the GuarantorsGuarantor, jointly and severallyby its acceptance of this Guaranty, pay to Administrative Agent, for the benefit of the Secured PartiesLenders, all hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Obligations; Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of the Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and (b) exercise all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or all payments made by or on behalf of their any other person with respect to the Liabilities, result in the Liabilities of the Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. The Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of the Guarantor without impairing this Guaranty or affecting the rights and remedies against any Guarantorof the Administrative Agent on behalf of the Lenders, whether provided for hereunder, under any Other Document or under any Applicable Lawprovided that, including nothing in this sentence shall be construed to increase the rights of a secured party under the Uniform Commercial CodeGuarantor's obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantors herebySubject to the terms and conditions in this ------------------------ Guaranty, jointly the Guarantor hereby unconditionally guarantees to the Beneficiary the due and severally, unconditionally guaranteepunctual payment when due of all amounts now due or hereafter becoming due in respect of the Company's obligations arising under paragraph (c) of Section 10 of the Fee Option Agreement (such obligations being herein called the "Obligations"), and become surety for, agrees to pay any and all reasonable expenses incurred by the prompt payment Beneficiary in successfully enforcing any rights under this Guaranty. This Guaranty is a primary and performance of all original obligation of the Obligations. This Guarantor and is a an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collection collectibility or performance and is in no Secured Party shall be required way conditioned or obligatedcontingent upon any attempt to collect from the Company or to realize upon any property constituting security for the Obligations, all to the same extent, except as otherwise specifically provided herein, as a condition if the Guarantor were the Company under the Fee Option Agreement; provided, however, that the foregoing limitation imposing on the Guarantor obligations hereunder as if it were the Company under the Fee Option Agreement (except as set forth herein) shall not limit obligations of the Guarantor hereunder to the extent the limitations (including termination, disavowal, rejection or reduction) of any Guarantor’s liabilitysuch obligation of the Company results from (a) any insolvency or bankruptcy case or proceeding (including any case under the U.S. Bankruptcy Code of 1978, as amended), or any receivership, liquidation, reorganization or other similar case or proceeding relative to make any demand upon the Company or to pursue any all or substantially all of its rights against assets, or (b) any Borrowerliquidation, dissolution, reorganization or winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any other Loan Party assignment of all or substantially all of the assets of the Company for the benefit of creditors or any other Personmarshalling of assets and liabilities of the Company (the events in (a), (b) and (c) collectively referred to as an "Insolvency or to pursue any rights which may be available to it with respect to any other Person who may Liquidation Proceeding"), and in such event the Guarantor shall be liable for the payment in respect of obligations of the ObligationsCompany pursuant to the Fee Option Agreement as if no such Insolvency or Liquidation Proceeding had been initiated. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until If the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time Company shall fail to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for pay any of the Obligations when and as the same shall become due and payable, the Guarantor shall forthwith pay such Obligations, in immediately available funds, directly to the Beneficiary at its address specified herein or any guarantyat such other place as the Beneficiary shall direct. The Guarantor hereby waives diligence, presentment or by any irregularity, unenforceability or invalidity protest. Each default in payment of any of the Obligations with respect shall give rise to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations a separate cause of action hereunder shall not and separate suits may be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash brought hereunder as each cause of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Codeaction arises.

Guaranty of Obligations. The Guarantors herebySubject to the terms hereof, jointly Guarantor hereby irrevocably and severallyunconditionally guarantees and promises to Purchaser and its successors, unconditionally guaranteeendorsees, transferees and become surety for, assigns as a primary obligor the prompt and complete payment and performance of all by each Seller of the Obligations. This is a guaranty of payment Guaranteed Obligations as and not of collection and no Secured Party when the same shall be required due and payable (whether at the stated maturity, by acceleration or obligated, as a condition of any otherwise); provided however that Guarantor’s liability, total aggregate liability under this Article II(a) shall not exceed an amount equal to make the sum of (i) the Facility Recourse Amount on any demand upon or to pursue day that any amounts under this Guaranty are due and payable plus (ii) the aggregate amount of its rights against any BorrowerParallel Facility Seller Remittances under the Parallel Agreement plus (iii) the Remaining Liability Cap Amount (the “Liability Cap”) (for the avoidance of doubt, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, payments made for the benefit of the Secured PartiesClass B Noteholders shall not reduce the Liability Cap); provided, further, that Guarantor shall remain liable as provided herein for any and all of the Obligations; Guaranteed Obligations that became due and payable with respect to such Purchased Asset on or prior to such date and with respect to all other Purchased Assets for which Purchaser has not exercised final remedies under Article 14(b)(ii)(D) or 14(b)(iii) of the Master Repurchase Agreement. Notwithstanding anything to the contrary in this Guaranty or in the Parallel Guaranty, the aggregate amount payable by Guarantor under this Article II(a) and Article II(a) of the Parallel Guaranty shall in no case exceed the sum, calculated as of any applicable date of determination, of (a) the Facility Recourse Amount as of such date, (b) exercise any or all the Parallel Guaranty Facility Recourse Amount as of their rights such date and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including (c) the rights aggregate amount of a secured party Parallel Facility Seller Remittances under the Uniform Commercial CodeParallel Agreement.

Guaranty of Obligations. The Guarantors hereby, Obligations shall be jointly and severallyseverally guaranteed by the Guarantors pursuant to one or more Guaranties. Promptly after the date on which any Person becomes a Material Subsidiary of the Borrower or becomes a Senior Note Guarantor, unconditionally guaranteeand, in any event, within ten (10) Business Days following such date, the Borrower will cause such Person to execute and deliver to the Administrative Agent, on behalf of the Lenders, a Guaranty. In addition, promptly after any date on which the total revenues or total assets of all Restricted Subsidiaries that are at such time not Guarantors (each, a “Non-Guarantor Subsidiary ”) together exceed 20% of the consolidated total revenues or consolidated total assets, respectively, of the Consolidated Restricted Group, based upon the financial statements most recently delivered by the Borrower to the Administrative Agent pursuant to Section 6.01 (a), and become surety forin any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the prompt payment Borrower will cause one or more Non-Guarantor Subsidiaries to execute and performance deliver to the Administrative Agent, on behalf of the Lenders, a Guaranty, so that, after delivery of such Guaranty, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries (other than the Unrestricted Subsidiaries) together are less than 20% of the total revenues and total assets, respectively, of the Consolidated Restricted Group. In all of the Obligations. This is a guaranty of payment foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and not of collection other information and no Secured Party shall be required or obligateditems as are reasonably requested by the Administrative Agent, as a condition at the request of any Guarantor’s liabilityLender, to make any demand upon or to pursue any in connection with the foregoing, including resolutions, incumbency and officers’ certificates and opinions of its rights against any Borrowercounsel. Without limiting the foregoing, any other Loan Party or any other Personthe Borrower shall determine, or to pursue any rights promptly after the date on which may be available to it with respect to any other Person who may be liable the quarterly financial statements for the payment fiscal quarter ending on June 30, 2005 shall have been delivered in accordance with Section 6.01, (i) whether there exists or shall have arisen any Material Subsidiary other than the entities specified on Schedule l.0l (g), and shall cause each such Material Subsidiary to execute and deliver to the Administrative Agent, on behalf of the Obligations. This is an absoluteLenders, unconditionala Guaranty, irrevocable together with other agreements, documents or instruments referenced above and continuing guaranty (ii) whether the total revenues and will remain in full force and effect until the occurrence total assets of all Restricted Subsidiaries that are at such time Guarantors together comprise at least 80% of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time consolidated total revenues or from time to time. This guaranty will not be affected by any surrenderconsolidated total assets, exchangerespectively, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial CodeConsolidated Restricted Group.

Guaranty of Obligations. The Each of the Guarantors herebyhereby absolutely, irrevocably and unconditionally, and jointly and severally, guarantees to Administrative Agent, for the benefit of the Lenders, the payment and performance of the Obligations (the “Guaranteed Obligations”) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each of the Guarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally, unconditionally guaranteefor the Guaranteed Obligations as a primary obligor, and become surety for, the prompt payment that each Guarantor shall fully perform each and performance of all of the Obligationsevery term and provision hereof. This Guaranty is a guaranty of payment and not of collection and no Secured Party only. Neither Administrative Agent nor any Lender shall be required to exhaust any right or obligated, as a condition of any Guarantor’s liability, to make any demand upon remedy or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any action against Borrower or any other Personperson or entity. Each Guarantor agrees that, or as between such Guarantor and Administrative Agent and the Lenders, the Guaranteed Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any part thereof or any security stay, injunction or other guaranty thereof. The Guarantors’ obligations hereunder prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Guaranteed Obligations shall not be affected, modified or impaired immediately become due and payable by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash each of the Obligations (other than Unasserted Contingent Obligations) as required under Guarantors for the purposes of this AgreementGuaranty. Upon Without limiting the occurrence generality of the foregoing, each Guarantor, and during the continuance by its acceptance of any Event of Defaultthis Guaranty, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Administrative Agent, for the benefit of the Secured PartiesLenders, all hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Obligations; Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and (b) exercise all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or all payments made by or on behalf of their any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies against any Guarantorof the Administrative Agent on behalf of the Lenders, whether provided for hereunder, under any Other Document or under any Applicable Lawprovided that, including the rights of a secured party under the Uniform Commercial Codenothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Each of the Guarantors herebyhereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally, unconditionally guarantee, and become surety for, the prompt payment and performance of all the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each of the ObligationsGuarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally, for the Obligations as a primary obligor, and that each Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection and no Secured Party only. Administrative Agent shall not be required to exhaust any right or obligated, as a condition of any Guarantor’s liability, to make any demand upon remedy or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any action against Borrower or any other Personperson or entity. Each Guarantor agrees that, or as between Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any part thereof or any security stay, injunction or other guaranty thereof. The Guarantors’ obligations hereunder prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall not be affected, modified or impaired immediately become due and payable by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash each of the Obligations (other than Unasserted Contingent Obligations) as required under Guarantors for the purposes of this AgreementGuaranty. Upon Without limiting the occurrence generality of the foregoing, each Guarantor, and during the continuance by its acceptance of any Event of Defaultthis Guaranty, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Administrative Agent, for the benefit of the Secured PartiesLenders, all hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Obligations; Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and (b) exercise all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or all payments made by or on behalf of their any other person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies against any Guarantorof the Administrative Agent on behalf of the Lenders, whether provided for hereunder, under any Other Document or under any Applicable Lawprovided that, including the rights of a secured party under the Uniform Commercial Codenothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guaranty of Obligations. The Guarantors herebyGuarantor absolutely, unconditionally, irrevocably, jointly and severallyseverally guarantees, unconditionally guaranteeas principal and not as indemnitor, to Landlord, in accordance with and become surety forpursuant to this Guaranty, the prompt Tenant's full and punctual payment and performance of all of the Guarantied Obligations. This is a guaranty Upon either Guarantor's receipt of payment and not of collection and no Secured Party shall be required or obligated, as a condition Notice of any Guarantor’s liabilityMaterial Monetary Default by Tenant ("Material Monetary Default Notice"), Guarantor agrees to make pay Landlord any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it and all sums with respect to any other Person who may be liable for such Material Monetary Default then due and payable under the payment Lease, within ten (10) days after receipt of the Material Monetary Default Notice. Guarantor's liability under this Guaranty shall be primary and not secondary and Landlord may, at Landlord's option, but Landlord need not, join Guarantor in any action or Proceeding commenced by Landlord against Tenant in connection with the Guarantied Obligations. This is an absoluteAny notice sent pursuant to this Guaranty shall be sent to Agent (as hereinafter defined) (i) by personal delivery, unconditional(ii) by Federal Express or other reputable international courier service, irrevocable and continuing guaranty and will remain or (iii) by certified mail, return receipt requested. Any notice sent in full force and effect until the occurrence manner referred to in clause (i) or (ii) of the Termination Datepreceding sentence shall be deemed delivered to Guarantor on the date of delivery (or when delivery has been attempted twice, as evidenced by the written report of the courier service), and any notice sent in the manner referred to in clause (iii) of the preceding sentence shall be deemed delivered to Guarantor three Business Days after deposit in the United States mail, provided that no postal strike is then in effect. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement Notice to Agent shall be deemed notice to both Guarantors. Landlord shall deliver any notice required to be sent to Guarantor hereunder concurrently with or at a particular any time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party after the delivery of any other Person, or any other guaranty or any security held by it corresponding notice in connection with a claim for any of the ObligationsGuarantied Obligations to Tenant pursuant to the Lease. If, by any failure however, Tenant is the subject of any Secured Party Insolvency Proceeding (or Landlord is otherwise not reasonably able to take any steps give Tenant Notice of Tenant's Material Monetary Default) then Landlord may give Guarantor a Material Monetary Default Notice whether or not Landlord has given or simultaneously gives Tenant a Notice of Tenant's Material Monetary Default, and such Material Monetary Default Notice shall be fully valid and effective as against Guarantor, as if it had already been given to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity Tenant. A copy of any Notice of the Obligations with respect Tenant's Material Monetary Default delivered to any Borrower or any other PersonGuarantor pursuant to this Article shall simultaneously be sent to Akin, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affectedGump, modified or impaired by any counterclaimStrauss, set-off recoupmentHauex xxx Feld, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any BorrowerX.L.P., any other Loan Party590 Xxxxxxx Xxxxxx, any Secured Party or any other PersonXxx Xxxx, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of DefaultXxx Xxxx 00000, the Agent mayXxtention: (a) demand that the GuarantorsPatrxxx Xxxxxx, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial CodeXxq.

Guaranty of Obligations. The Guarantors herebyGuarantor hereby (with respect to its payment obligations, jointly to the extent not otherwise paid pursuant to Section 5.1 of the Security Agreement): (a) absolutely, irrevocably and severally, unconditionally guarantee, guarantees the full and become surety for, the prompt timely payment and performance of all obligations of ALAC as Servicer under the Servicing Agreement and other Transaction Documents to which ALAC is a party including, without limitation, (i) the servicing and collecting of the Obligations. This is a guaranty Receivables pursuant to the Servicing Agreement, (ii) the making of payment deposits and not remittances into the Collection Account when required to be made in accordance with the terms of collection the Servicing Agreement and no Secured Party shall be required or obligated, as a condition of any Guarantor’s liability, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for (iii) the payment of all amounts, reimbursements and indemnities payable by ALAC pursuant to the Obligations. This Servicing Agreement and the other Transaction Documents to which ALAC is an absolutea party; (b) absolutely, unconditionalirrevocably and unconditionally agrees to pay and guarantees the full and timely payment of all reasonable cost and expenses (including, irrevocable without limitation, attorneys' fees and continuing guaranty and will remain in full force and effect until legal expenses) associated with the occurrence transition of servicing from ALAC, as Servicer, to a successor Servicer pursuant to the terms of the Termination Date. This guaranty will remain Servicing Agreement; (c) absolutely, irrevocably and unconditionally agrees to pay and guarantees the full and timely payment of all costs and expenses (including, without limitation, attorneys' fees and legal expenses) associated with the re-liening of the Financed Vehicles pursuant to the terms of the Servicxxx Xxxeement; (d) absolutely, irrevocably and unconditionally agrees to pay and guarantees the full and timely payment of all litigation costs and expenses (including, without limitation, attorneys' fees and legal expenses) of ALAC and its affiliates in connection with or arising out of the Servicing Transfer; (e) absolutely, irrevocably and unconditionally agrees to pay and guarantees the full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time timely payment of all state taxes imposed on ALAC in connection with the Servicing Agreement; (f) absolutely, irrevocably and unconditionally agrees to time. This guaranty will not be affected by any surrenderpay and guarantees the full and timely payment of all losses, exchangedamages, acceptanceclaims, compromise or release by any Secured Party defenses, liabilities, costs and expenses (including, without limitation, attorneys' fees and legal expenses) of the Transferor, the Collateral Agent, the Noteholder and the Surety for enforcement against ALAC of any other Personobligations of ALAC under the Transaction Documents to which it is a party; (g) absolutely, irrevocably and unconditionally agrees to pay and guarantees the full and timely payment of all losses, damages, claims, defenses, liabilities, costs and expenses (including, without limitation, attorneys' fees and legal expenses) of the Transferor, the Collateral Agent, the Noteholder and the Surety arising out of, or resulting from, any other guaranty litigation, proceedings, investigations, determinations, settlements or any security held by it for any of rulings over ALAC or its properties that (1) assert the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations Transaction Documents with respect to ALAC or the Guarantor, (2) seek to prevent or void with respect to ALAC any Borrower of the transactions contemplated by the Transaction Documents or (3) affect the performance by ALAC of any other Personof its obligations under the Transaction Documents or affect the validity or enforceability thereof; (h) absolutely, irrevocably and unconditionally agrees to pay and guarantees the full and timely payment of all losses, damages, claims, defenses, liabilities, costs and expenses (including, without limitation, attorneys' fees and legal expenses) of the Transferor, the Collateral Agent, the Noteholder and the Surety arising out of, or any part thereof resulting from, the negligence, misfeasance or any security bad faith of ALAC to the extent not recovered from ALAC pursuant to Section 7.18 of the Servicing Agreement or other guaranty thereofSection 3.04 of the Insurance Agreement. The Guarantors’ obligations hereunder under this Section 2 shall not be affectedreferred to herein as the "Obligations." The Guarantor shall have no obligation to guaranty any obligations of any Person other than ALAC, modified or impaired by including without limitation any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash obligation of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party Obligors under the Uniform Commercial CodeReceivables.

Guaranty of Obligations. The Guarantors herebyW&T acknowledges that Seller, jointly and severallystrictly as an accommodation to W&T, unconditionally guaranteehas agreed to assign the Oil & Gas Interests to WTE, and become surety forit is the Parties’ intention that, at its option, Seller may fully consider and treat W&T as the prompt payment and performance assignee for all purposes of all of the ObligationsOil & Gas Interests assigned to WTE, and that Seller suffer no prejudice or loss whatsoever as a result of this accommodation. This is a guaranty of payment Accordingly, W&T hereby unconditionally, absolutely, continuingly and irrevocably guarantees and agrees to be bound jointly and severally and in solido with WTE, as primary obligor and not merely as a surety, to Seller for the timely, punctual, true and faithful performance and observance by WTE of collection all of its obligations and no Secured Party liabilities under this Agreement, and any documents executed in connection with this Agreement, including but not limited to those obligations and liabilities described in Sections 7.1 through 7.3 and Section 9 (collectively, the “Guaranteed Obligations”). Seller shall not be required to prosecute collection or obligatedseek to enforce or resort to any remedies against WTE or any other person liable to Seller on account of the Guaranteed Obligations or any guaranty thereof. W&T’s liabilities to Seller hereunder (collectively, as “W&T’s Liabilities”) shall in no way be impaired, affected, reduced or released by reason of (i) any act or omission whatsoever by Seller, or the failure or delay by Seller to do or take any of the actions or things described herein, or (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or a condition part of the Oil & Gas Interests by WTE, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any Guarantor’s liability, other inability to make any demand upon pay or to pursue perform affecting WTE or any of its rights against any Borrowerassets, any other Loan Party or any other Personallegation concerning, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment contest of the Obligationslegality or validity of, the indemnification obligations under this Guaranty. This W&T covenants that if it dissolves or otherwise disposes of all or substantially all its assets or consolidates with or merges into another corporation or entity or permits one or more other corporations or entities to consolidate with or merge into W&T, then it will cause the surviving or successor corporation or entity to assume in writing the obligations of W&T herein. If a consolidation, merger or sale or other transfer is an absolutemade as permitted by this Section 10.17, unconditional, irrevocable and continuing guaranty and will remain the provisions of this Section 10.17 shall continue in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time further consolidation, merger or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral sale or other security for any transfer shall be made except in compliance with the provisions of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial CodeSection.

Guaranty of Obligations. The Guarantors hereby, jointly 2.1 Guarantor hereby absolutely and severally, unconditionally guarantee, and become surety forguarantees full payment of the following (collectively, the prompt payment “Liabilities”): (i) the Recourse Liabilities (whether arising under the original Loan or any extension, modification, future advance, increase, amendment or modification thereof); (ii) interest due on amounts owing under any such Recourse Liabilities at the Default Rate to the extent not paid on or before the expiration of any applicable notice and performance cure periods with such interest accruing from and after such date until the date paid; (iii) all reasonable out-of-pocket expenses, including reasonable out-of-pocket attorneys’ fees, actually incurred by Lxxxxx in connection with the enforcement of any of Lender’s rights under this Guaranty; and (iv) to the extent the same relate to amounts or obligations owing under Recourse Liabilities, all reimbursement and indemnification obligations of Borrower set forth in Section 10.13 of the ObligationsLoan Agreement. This is a guaranty of payment and not of collection and no Secured Party shall be required Notwithstanding anything to the contrary contained herein or obligated, as a condition of any Guarantor’s liability, to make any demand upon or to pursue in any of its rights against any Borrower, any the other Loan Party Documents, Guarantor shall have no liability for Liabilities or any other Personmatters hereunder (a) if any acts or omissions creating liability hereunder were caused by the fraud, bad faith, willful misconduct or gross negligence of Lender or Servicer, or (b) for any events or matters to pursue the extent that same arise or accrue from and after the date that Lender or its nominee or designee acquires title to the Property by foreclosure (whether judicial or non-judicial), delivery by Borrower of a deed-in-lieu (or, if applicable, assignment-in-lieu) of foreclosure or otherwise in connection with any rights which may be available exercise of Lxxxxx’s remedies pursuant to it the Loan Documents (provided, however, that this clause (b) shall not apply to any liability arising pursuant to Section 9.3(b)(xi) of the Loan Agreement, as such liability shall arise and survive as provided pursuant to such Section 9.3(b)(xi)), or (c) for any events or matters to the extent that same arise or accrue after the date of a Mezzanine Control Event (as defined below), or (d) for any events or matters to the extent that same arise or accrue from and after the replacement of Guarantor with a Qualified Replacement Guarantor in accordance with the terms and conditions of the Loan Agreement, (e) for any events or matters to the extent that same arise or accrue from and after the occurrence of a transfer and assumption of the Loan pursuant to Section 5.2.10(e) of the Loan Agreement, or (f) for any events or matters to the extent the same arise or accrue from and after the occurrence of a Total Defeasance Event, or, in the event of a Partial Defeasance Event with respect to any other Person who may be liable for the payment a defeasance of only a portion of the Obligations. This is Loan in connection with the release of an absoluteIndividual Property pursuant to Section 2.5.2 of the Loan Agreement, unconditionalfor any event or matters solely related to such released Individual Property, irrevocable to the extent the same arise or accrue from and continuing guaranty and will remain in full force and effect until after the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Personsuch Individual Property, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations (g) with respect to the release of any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash Individual Property pursuant to Section 2.5.2 of the Obligations (other than Unasserted Contingent Obligations) as required under this Loan Agreement. Upon , for any event or matters solely related to such released Individual Property, to the extent the same arise or accrue from and after the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Partiesrelease of such Individual Property. For the purposes hereof, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Code.“

Guaranty of Obligations. The Guarantors hereby, Obligations shall be jointly and severallyseverally guaranteed by the Guarantors pursuant to one or more Guaranties. Promptly after the date on which any Person becomes a Material Subsidiary of the Borrower or becomes a Senior Note Guarantor, unconditionally guaranteeand, in any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the Borrower will cause such Person to execute and deliver to the Administrative Agent, on behalf of the Lenders, a Guaranty. In addition, promptly after any date on which the total revenues or total assets of all Restricted Subsidiaries that are at such time not Guarantors (each, a "Non-Guarantor Subsidiary") together exceed 20% of the consolidated total revenues or consolidated total assets, as the case may be, of the Borrower and its Restricted Subsidiaries, based upon the financial statements most recently delivered by the Borrower to the Administrative Agent pursuant to Section 6.01(a), and become surety forin any event, within ten (10) Business Days following receipt by the Borrower from the Administrative Agent of a request therefor, the prompt payment Borrower will cause one or more Non-Guarantor Subsidiaries to execute and performance deliver to the Administrative Agent, on behalf of the Lenders, a Guaranty, so that, after delivery of such Guaranty, the total revenues and total assets of all remaining Non-Guarantor Subsidiaries (other than any Unrestricted Subsidiary) together are less than 20% of the total revenues or total assets, as the case may be, of the Borrower and its consolidated Subsidiaries (other than any Unrestricted Subsidiary). In all of the Obligations. This is a guaranty of payment foregoing instances, the Borrower shall deliver or cause to be delivered such other agreements, documents, instruments and not of collection other information and no Secured Party shall be required or obligateditems as are reasonably requested by the Administrative Agent, as a condition at the request of any Guarantor’s liabilityLender, to make any demand upon or to pursue any in connection with the foregoing, including resolutions, incumbency and officers' certificates and opinions of its rights against any Borrowercounsel. Without limiting the foregoing, any other Loan Party or any other Personthe Borrower shall determine, or to pursue any rights promptly after the date on which may be available to it with respect to any other Person who may be liable the quarterly financial statements for the payment fiscal quarter ending on June 30, 2003 shall have been delivered in accordance with Section 6.01, whether there exists or shall have arisen any Material Subsidiary other than the entities specified on Schedule 1.01(g), and shall cause each such Material Subsidiary to execute and deliver to the Administrative Agent, on behalf of the Obligations. This is an absoluteLenders, unconditionala Guaranty, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time together with other agreements, documents or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of any Secured Party to take any steps to perfect or maintain its Lien in or to preserve its rights to any Collateral or other security for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations with respect to any Borrower or any other Person, or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Codeinstruments referenced above.

Guaranty of Obligations. The Guarantors herebyEach Guarantor unconditionally, absolutely and irrevocably, jointly and severally, unconditionally guarantee, guarantees the full and become surety for, the prompt payment and performance when due, whether by acceleration or otherwise, and at all times thereafter, of all present and future Obligations of Borrower to Agent or any Lender or any other Secured Party (collectively, the “Benefited Parties”) under (and as such terms are defined in ) the Financing Agreement dated as of even date herewith, by and among Borrower, WESTAFF, INC., a Delaware corporation and the sole shareholder of Borrower, as Parent Guarantor (“Parent Guarantor”), the Lenders party thereto, and U.S. BANK NATIONAL ASSOCIATION, as Agent (as the same may hereafter from time to time be amended, modified, or restated, the “Financing Agreement”), and each of the Obligationsother agreements, documents and instruments entered into by Borrower in connection therewith (all such Obligations are hereinafter referred to collectively as the “Liabilities”). This Continuing Guaranty (this “Guaranty”) is a guaranty of payment and performance when due and not a guaranty of collection and no Secured Party collection. Capitalized terms used but not defined herein shall be required or obligated, as a condition have the meaning given to them in the Financing Agreement. In the event of any Guarantor’s liability, to make any demand upon or to pursue any of its rights against any Borrower, any other Loan Party or any other Persondefault by Xxxxxxxx in making payment of, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations. This is an absolutedefault by Xxxxxxxx in performance of, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the occurrence of the Termination Date. This guaranty will remain in full force and effect even if there is no principal balance outstanding under this Agreement at a particular time or from time to time. This guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by any Secured Party of any other Person, or any other guaranty or any security held by it for any of the ObligationsLiabilities, each Guarantor agrees on demand by any failure Agent, on behalf of any Secured Party all of the Benefited Parties, to take any steps to perfect pay and perform all of the Liabilities as are then or maintain its Lien in or to preserve its rights thereafter become due and owing to any Collateral or other security for any all of the Obligations Benefited Parties or any guaranty, or are to be performed by any irregularity, unenforceability or invalidity of any Borrower under the terms of the Obligations with respect Loan Documents. Each Guarantor further agrees to any Borrower pay all expenses (including Attorneys’ Fees) paid or any other Personincurred by Agent, on behalf of the Benefited Parties, in endeavoring to collect the Liabilities, or any part thereof thereof, and in enforcing this Guaranty. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Insolvency Laws or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against any Borrower, any other Loan Party, any Secured Party or any other Person, except satisfaction and payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) as required under this Agreement. Upon the occurrence and during the continuance comparable provisions of any Event of Default, the Agent may: (a) demand that the Guarantors, jointly and severally, pay to Agent, for the benefit of the Secured Parties, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Other Document or under any Applicable Law, including the rights of a secured party under the Uniform Commercial Codeapplicable state law.