Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, Seller, Parent and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.and

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor The Parent Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeArticle IX; and all dealings between Seller, the Parent Borrower and Guarantorany of the Guarantors, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle IX. Guarantor The Parent Borrower waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Subsidiary Borrowers or this Guarantee any of the Guarantors with respect to the Subsidiary Obligations. This The Parent Borrower understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing this Agreement, any of the Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Subsidiary Borrower or any other Person prior to against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Borrower or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Subsidiary Borrowers for the Obligations Subsidiary Obligations, or of Guarantor the Parent Borrower under this GuaranteeArticle IX, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantorthe Parent Borrower, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Subsidiary Borrowers, Parent any other Guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Sellerany Subsidiary Borrower, Parent any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Sellerany Subsidiary Borrower, Parent any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Parent Borrower of any obligation or liability hereunderunder this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor Parent Borrower under this Guarantee Article IX. For the purposes hereof “demand” shall have been satisfied by payment in full, notwithstanding that from time to time during include the term commencement and continuance of the Governing Agreements, Seller or Parent may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer the Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Subsidiary Guarantee; and all dealings between Seller, Parent the Borrower and Guarantorthe Guarantors, on the one hand, and Buyerthe Lender, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Sellerthe Borrower, Parent such Guarantor or this Guarantee any other Guarantor with respect to the Guaranteed Obligations. This Subsidiary Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to, and each Guarantor hereby expressly waives any defenses to its obligations hereunder based upon (ia) the validity, regularity validity or enforceability of this Agreement, any Governing AgreementNote, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Lender, (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Guaranteed Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise, (c) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyerthe Lender, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of any Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantorthe Guarantors, Buyer the Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetsecurity, or any release of Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Lender against each Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent any Borrower and any Guarantor, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrowers or this Guarantee any Guarantor with respect to the Borrower Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing the Credit Agreement, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Borrower or any other Person prior to against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Borrower for the Obligations Borrower Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Borrowers, Parent any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Sellerany Borrower, Parent any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Sellerany Borrower, Parent any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against any Guarantor. This Guarantee For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the applicable Obligations and notice of or proof of reliance by Buyer the Agents, any Facing Agent or any Lender upon the guarantee contained in this Guarantee Article XIV or acceptance of the guarantee contained in this GuaranteeArticle XIV; the applicable Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; Article XIV, and all dealings between Seller, Parent and each Guarantor, on the one hand, and Buyerthe Agents, the Facing Agents and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle XIV. The Agents will, to the extent permitted by applicable law, request payment of any applicable Obligation from the applicable Borrower before making any claim against the applicable Guarantor under this Article XIV, but will have no further obligation to proceed against a Borrower or to defer for any period a claim against the applicable Guarantor hereunder. Except as expressly provided in the preceding sentence, each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent such Guarantor or this Guarantee any Borrower with respect to the applicable Obligations. This Guarantee Each guarantee contained in this Article XIV shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of this Agreement or any Governing Agreementother Loan Document, any of the applicable Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Agent, any Facing Agent or any Lender, (iib) the legality under applicable laws of repayment by the relevant Borrower of any applicable Obligations or the adoption of any applicable laws purporting to render any applicable Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller any Guarantor or Parent the applicable Borrower against Buyerthe Agents, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Facing Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof any Guarantor or any Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Borrower for the Obligations any applicable Obligations, or of any Guarantor under the guarantee contained in this GuaranteeArticle XIV, in bankruptcy or in any other instance. When any Agent, any Facing Agent or any Lender is pursuing its rights and remedies hereunder under this Article XIV against any Guarantor, Buyer such Agent, such Facing Agent or any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any Borrower or any other Person or against any collateral security or guarantee for the applicable Obligations or any right of offset with respect thereto, and any failure by Buyer any Agent, any Facing Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunderunder this Article XIV, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofAgents, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations Facing Agents and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from Lenders against any ObligationsGuarantor.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Pledgor and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Pledgor or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent Pledgor against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Pledgor or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, Seller, Parent Pledgor and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Pledgor for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Pledgor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Pledgor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Pledgor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Pledgor may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Mexican Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Mexican Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent and the Mexican Borrower or the Guarantor, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Mexican Borrower or this Guarantee any other guarantor with respect to the Mexican Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing AgreementNote or other Loan Document, any of the Mexican Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Mexican Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance (other than a defense of payment or performance) whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Mexican Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Mexican Borrower for the Obligations Mexican Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Mexican Borrower or any other Person or against any collateral security or guarantee for the Mexican Obligations (including, without limitation, the guarantee of the US Borrower contained in Article XI of the Credit Agreement) or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Mexican Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Mexican Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, hereunder and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its their respective permitted successors, endorseesindorsees, transferees and assigns, until all the Mexican Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall have been terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Mexican Borrower may be free from any Mexican Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor CBS waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon the guarantee contained in this Guarantee Section 8.1 or acceptance of the guarantee contained in this GuaranteeSection 8.1; the Obligations, and any of them, Subsidiary Borrower Obligations shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 8.1; and all dealings between Seller, Parent and GuarantorCBS or the Subsidiary Borrowers, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 8.1. Guarantor CBS waives promptness, diligence, presentment, protest, protest and demand for payment and notice of default or nonpayment to or upon Seller, Parent CBS or this Guarantee any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. This Guarantee The guarantee contained in this Section 8.1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing this Agreement, any of the Subsidiary Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) that which may at any time be available to or be asserted by Seller or Parent CBS against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof CBS or any Subsidiary Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Subsidiary Borrower for the Obligations any of its Subsidiary Borrower Obligations, or of Guarantor CBS under the guarantee contained in this GuaranteeSection 8.1, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 8.1 against GuarantorCBS, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Guarantor CBS of any liability hereunderunder this Section 8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations Administrative Agent and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any ObligationsLenders against CBS.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Parent Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender upon the Guarantee contained in this Guarantee Article IX or acceptance of the Guarantee contained in this GuaranteeArticle IX; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Guarantee; Article IX, and all dealings between Seller, the Parent and Guarantor, on the one hand, and Buyerthe Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this GuaranteeArticle IX. The Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against the Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Parent Guarantor hereunder. Except as expressly provided in the preceding sentence, the Parent Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, the Parent Guarantor or this Guarantee the Borrower with respect to the Obligations. This The Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of this Agreement or any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee Guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender, (iib) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Parent Guarantor or Parent the Borrower against Buyerthe Agents, (iii) any requirement that Buyer exhaust any right to take any action against Sellerthe Syndication Agent, Parent the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, of the Parent and GuarantorGuarantor or the Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations any Obligations, or of the Parent Guarantor under the Guarantee contained in this GuaranteeArticle IX, in bankruptcy or in any other instance. When any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender is pursuing its rights and remedies hereunder under this Article IX against the Parent Guarantor, Buyer such Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or such Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee Guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee Guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or of any such collateral security, guarantee Guarantee or right of offset, shall not relieve the Parent Guarantor of any liability hereunderunder this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofAgents, and shall inure to the benefit of BuyerSyndication Agent, and its permitted successorsthe Co-Documentation Agents, endorseesthe Joint Lead Arrangers, transferees and assigns, until all the Obligations Issuing Bank and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during Lenders against the term of the Governing Agreements, Seller or Parent may be free from any ObligationsGuarantor.

Guarantee Absolute and Unconditional. The liability of each Guarantor under the Subsidiary Guarantee shall be absolute and unconditional and shall not be limited, lessened or discharged by any act on the part of the Lender or matter or thing irrespective of, without limitation (a) any incapacity or disability or lack or limitation of status or power of Borrower or that Borrower may not be a legal entity; or (b) the bankruptcy or insolvency of Borrower. Each Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee waives (a) notice of payment when due and not acceptance of collection. Guarantor waives any and all the Subsidiary Guarantee, notice of the creation, renewal, extension creation or accrual existence of any of the Obligations Guaranteed Obligations, notice of any action by the Lender in reliance hereon or in connection herewith; (b) notice of the entry into the Agreement between Borrower and the Lender and notice of any amendments, supplements or proof modifications thereto, or notice of reliance any waiver or consent under the Agreement, including notice of waivers of the payment of the obligations thereunder; (c) to the extent permitted by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligationsapplicable law, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent rights and Guarantor, on defenses arising by reason of any law that would otherwise require the one hand, and Buyer, on election of remedies by the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligenceLender; (d) except as expressly set forth herein, presentment, protest, demand for payment payment, notice of dishonor or nonpayment, protest and notice of protest or any other notice of any other kind with respect to the Guaranteed Obligations; (e) any requirement that suit be brought against, or any other action by the Lender be taken against, or any notice of default or nonpayment other notice to be given to, or upon Sellerany demand be made on any other person, Parent or this Guarantee with respect that any other action be taken or not taken as a condition to the Obligations. This Guarantor’s liability for the Guaranteed Obligations under the Subsidiary Guarantee shall be construed or as a continuing, absolute and unconditional guarantee of payment without regard condition to (i) the validity, regularity or enforceability of any Governing Agreement, any enforcement of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, Subsidiary Guarantee against the Guarantor; and (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivf) any other circumstance whatsoever (with which might otherwise constitute a defense or without notice set-off available to, or knowledge of, Seller, Parent and Guarantor) that constitutes, a legal or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any ObligationsSubsidiary Guarantee.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower or any of the Subsidiary Guarantors and Guarantor, on the one hand, and Buyer, on the other hand, Administrative Agent or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the Subsidiary Guarantors with respect to the Obligations. This Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, the Administrative Agent or any Lender (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, or of such Subsidiary Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against such Subsidiary Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and BuyerBeneficiary, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBeneficiary, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against BuyerBeneficiary, (iii) any requirement that Buyer Beneficiary exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Beneficiary may, but shall be under no obligation, to pursue such rights and remedies that Buyer Beneficiary may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Beneficiary against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerBeneficiary, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent, the Issuing Lender or any L/C Participant upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Sellerthe respective Subsidiary Guarantor or the Guarantor and the Administrative Agent, Parent and Guarantor, on the one hand, and Buyer, on the other hand, Issuing Lender or any L/C Participant shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the respective Subsidiary Guarantor or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent, the Issuing Lender or any L/C Participant, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the respective Subsidiary Guarantor against Buyerthe Administrative Agent, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Issuing Lender or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee L/C Participant, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the respective Subsidiary Guarantor or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the respective Subsidiary Guarantor for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent, the Issuing Lender and any L/C Participant may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the respective Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Obligations obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent, the Issuing Lender or any L/C Participant to pursue such other rights or remedies or to collect any payments from Seller, Parent the respective Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the respective Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent, the Issuing Lender or any L/C Participant against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent, the Issuing Lender and the L/C Participants, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the respective Subsidiary Guarantor may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer the Investors, Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and such Guarantor, on the one hand, and Buyerthe Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Investors, Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent such Guarantor against Buyerthe Investors, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Investors, the Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Investors, Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Investors, the Agent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon such Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Investors, the Lessor, the Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor hereby agrees represents and warrants, with respect to the representations and warranties set forth in Article V (except to the extent that its obligations under this Guarantee constitute such representation or warranty is provided on a guarantee consolidated basis) as they relate to such Subsidiary Guarantor are true and correct in all material respects, and hereby covenants and agrees, with respect to the covenants contained in Articles VI and VII (except in the case of payment when due the covenants set forth in Sections 6.01, 6.02 and not of collection6.03) as they relate to such Subsidiary Guarantor, to comply with the covenants contained therein. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Guaranteed Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; , the Subsidiary Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Subsidiary Guarantee; and all dealings between Seller, Parent the Borrowers and Guarantorthe Subsidiary Guarantors, on the one hand, and Buyerthe Administrative Agent or any Lender, as applicable, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment and all notices whatsoever, including notice of default or nonpayment nonpayment, to or upon Sellerany Borrower, Parent such Subsidiary Guarantor or this Guarantee any other Subsidiary Guarantor with respect to the Subsidiary Guaranteed Obligations. This Subsidiary Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection without regard to, and each Subsidiary Guarantor hereby expressly waives any defenses to its obligations hereunder based upon (ia) the validityvalue, regularity genuineness, validity or enforceability of this Agreement or any Governing Agreementother Loan Document, any Note, any of the Subsidiary Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Subsidiary Guaranteed Obligations or any other Subsidiary Guaranteed Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Subsidiary Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise, (c) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller any Borrower against the Administrative Agent or Parent against Buyerany Lender, (iiid) any requirement that Buyer exhaust of the acts mentioned in any right to take of the provisions of any action against Sellerof the Loan Documents, Parent or any other agreement or instrument referred to in the Loan Documents, being taken or omitted, (e) any collateral security granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations failing to attach or be perfected, (f) any of the Obligations being determined to be void or voidable (including for the benefit of any creditor of any Subsidiary Guarantor) or shall be subordinated to the claims of any Person prior to or contemporaneously with proceeding to exercise (including any right against Guarantor under this Guarantee creditor of any Subsidiary Guarantor), or (ivg) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Borrower or any Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Borrower for the Obligations Subsidiary Guaranteed Obligations, or of any Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantorthe Subsidiary Guarantors, Buyer the Administrative Agent and each Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or such Lender, as applicable, to pursue such other rights or remedies or to collect any payments from Seller, Parent any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetsecurity, or any release of Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations Administrative Agent and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any ObligationsLenders against each Subsidiary Guarantor.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this GuaranteeObligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, Buyer and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, Buyer and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default protest, demand, dishonor, default, nonpayment or nonpayment nonperformance, notice of any exercise of remedies, and all other notices whatsoever to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Guaranteed Obligations. Guarantor also waives any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of the Repurchase Agreement or any Governing AgreementRepurchase Document, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Knowledge of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Guaranteed Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance, or any defense of a surety or guarantor. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its successors and permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding (x) any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Repurchase Agreement or the exercise by Buyer of any of the other rights and remedies set forth in any of the Repurchase Documents, or (y) that from time to time during the term of the Governing AgreementsRepurchase Documents, Seller or Parent may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Bank upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent and any Subsidiary Borrower or any Local Currency Borrower or the Guarantor, on the one hand, and Buyerthe Administrative Agent and the Banks, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent any Subsidiary Borrower or this Guarantee any Local Currency Borrower or the Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing AgreementLocal Currency Facility or any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Bank, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Subsidiary Borrower or any other Person prior to Local Currency Borrower against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Bank, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Subsidiary Borrower or any Local Currency Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Subsidiary Borrower or any Local Currency Borrower for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent and any Bank may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any Subsidiary Borrower or any Local Currency Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Bank to pursue such other rights or remedies or to collect any payments from Seller, Parent any Subsidiary Borrower or any Local Currency Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any Subsidiary Borrower or any Local Currency Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Bank against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Banks, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller Credit Agreement any Subsidiary Borrower or Parent any Local Currency Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon the guarantee contained in this Guarantee Article X or acceptance of the guarantee contained in this GuaranteeArticle X; the Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeArticle X; and all dealings between Seller, Parent and the Borrower or any Designated Borrower or any Guarantor, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Guarantee. Article X. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Sellersuch Guarantor, Parent the Borrower or this Guarantee any Designated Borrower with respect to the Obligations. This Guarantee To the full extent permitted by law, the guarantee contained in this Article X shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing this Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) the legality under applicable Laws of repayment by the Borrower and/or any Designated Borrower of the Obligations or the adoption of any requirement of law purporting to render any Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the Borrower and/or a Designated Borrower) that which may at any time be available to or be asserted by Seller such Guarantor against the Administrative Agent or Parent against Buyerany Lender, (iiid) any requirement that Buyer exhaust change in ownership of the Borrower and/or any right to take Designated Borrower, any action against Seller, Parent merger or consolidation of the Borrower and/or any Designated Borrower into another Person or any other Person prior to loss of the Borrower’s and/or any Designated Borrower’s separate legal identity or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee existence, or (ive) any other circumstance whatsoever (with or without notice to, to or knowledge ofof the Borrower, Seller, Parent and any Designated Borrower or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations any Obligations, or of any Guarantor under the guarantee contained in this Guarantee, Article X in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Article X against any Guarantor, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower and/or any Designated Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower and/or any Designated Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower and/or any Designated Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Borrower of any liability hereunder, under this Article X and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations Administrative Agent and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from Lenders against any ObligationsGuarantor.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.in

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent Knowledge of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this GuaranteeObligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, Buyer and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default protest, demand, dishonor, default, nonpayment or nonpayment nonperformance, notice of any exercise of remedies, and all other notices whatsoever to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Guaranteed Obligations. Guarantor also waives any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of the Repurchase Agreement or any Governing AgreementRepurchase Document, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Knowledge of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Guaranteed Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance, or any defense of a surety or guarantor. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent any such Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of Buyer, and its successors and permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding (x) any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Repurchase Agreement or the exercise by Buyer of any of the other rights and remedies set forth in any of the Repurchase Documents, or (y) that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this GuaranteeObligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of Buyer, Buyer and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and the Seller or either Guarantor, on the one hand, and the Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Seller or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Seller or Parent against the Buyer, (iii) any requirement that the Buyer exhaust any right to take any action against Seller, Parent the Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor Guarantors under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof the Seller or the Guarantors) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller and/or Parent for the Obligations or of Guarantor the Guarantors under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Buyer may, but shall be under no obligation, to pursue such rights and remedies that the Buyer may have against Seller, Parent the Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve either Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against either Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of the Buyer, and its permitted respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents the Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between SellerSellers, Parent Parents and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller, any Parent or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any Seller or any Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against any Seller, any Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, any Seller, any Parent and or Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller and/or any Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against any Seller, any Parent or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from any Seller, any Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller Sellers or Parent Parents may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer Agent upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and BuyerAgent, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerAgent, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against BuyerAgent, (iii) any requirement that Buyer Agent exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (other than by reason of actual payment). When pursuing its rights and remedies hereunder against Guarantor, Buyer Agent may, but shall be under no obligation, to pursue such rights and remedies that Buyer Agent may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer Agent to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Agent against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerAgent, and its permitted their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Knowledge of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyer, and its their respective successors and permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Beneficiaries, and its permitted their respective successors, endorsees, transferees and assigns, until all of the Obligations and the obligations Obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees that, notwithstanding without limiting the generality of this Guarantee, if any Beneficiary (or any assignee thereof) shall be prevented by applicable law from exercising its remedies (or any of them) against the Transferee under any Operative Document, such Beneficiary (or any assignee thereof) shall be entitled to receive hereunder from the Guarantor, upon demand therefor, the sums that would have otherwise been due from time the Transferee had such remedies been able to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationsexercised.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Additional Borrower Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Additional Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Additional Borrower and the Guarantor, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent or this Guarantee the Additional Borrower with respect to the Additional Borrower Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of the Credit Agreement or any Governing Agreementother Loan Document, any of the Additional Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Additional Borrower or any other Person prior to against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Additional Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Additional Borrower for the Obligations Additional Borrower Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent or any Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Additional Borrower, Parent the Guarantor or any other Person or against any collateral security or guarantee for the Additional Borrower Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Sellerthe Additional Borrower, Parent the Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Sellerthe Additional Borrower, Parent the Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against the Guarantor. This Guarantee For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower or any of the Subsidiary Guarantors and Guarantor, on the one hand, and Buyer, on the other hand, Administrative Agent or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the Subsidiary Guarantors with respect to the Obligations. This Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, the Administrative Agent or any Lender (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, or of such Subsidiary Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against such Subsidiary Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives The Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer the Lender upon the provisions of this Guarantee Section or acceptance of this GuaranteeLoan Agreement; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeLoan Agreement; and all dealings between Seller, Parent the Borrower and Guarantorthe Guarantors, on the one hand, and Buyerthe Lender, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeLoan Agreement. Guarantor waives promptness, The Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee other guarantor with respect to the Guaranteed Obligations. This Guarantee The Guarantor understands and agrees that the provisions of this Section shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations this Loan Agreement or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyerthe Lender, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of Guarantor under this Guaranteeany Guarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Lender against the Guarantor. This Guarantee The provisions of this Section shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor the Guarantors and its each of their successors and assigns thereofassigns, and shall inure to the be benefit of Buyerthe Lender, and its permitted successors, endorsees, transferees and assigns, until all of the Guaranteed Obligations and the obligations of Guarantor under this Guarantee the Guarantors hereunder shall have been satisfied by payment in fullfull and the Termination Date shall have occurred, notwithstanding that from time to time during prior thereto the term of the Governing Agreements, Seller or Parent Borrower may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and 73 remedies, whether express, implied or available as a matter of law, of Buyer any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Beneficiaries, and its permitted their respective successors, endorsees, transferees and assigns, until all of the Obligations and the obligations Obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees that, notwithstanding without limiting the generality of this Guarantee, if any Beneficiary (or any assignee thereof) shall be prevented by applicable law from exercising its remedies (or any of them) against the Transferee under any Operative Document, such Beneficiary (or any assignee thereof) shall be entitled to receive hereunder from the Guarantor, upon demand therefor, the sums that would have otherwise been due from time the Transferee had such remedies been able to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationsexercised.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or Guarantor, on the one hand, and BuyerBeneficiary, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Sellers or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBeneficiary, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by a Seller or Parent against BuyerBeneficiary, (iii) any requirement that Buyer Beneficiary exhaust any right to take any action against Seller, Parent a Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of a Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Beneficiary may, but shall be under no obligation, to pursue such rights and remedies that Buyer Beneficiary may have against Seller, Parent a Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent a Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any such Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Beneficiary against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerBeneficiary, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Guaranteed Obligations, and notice of or proof of reliance by Buyer the Agents or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and Guaranteed Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and Guarantorany of the Guarantors, on the one hand, and Buyerthe Agents and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Senior Subordinated Loan Agreement or any Governing Agreementother Credit Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Agents or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Agents or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Agents and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Agents or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Agents and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Agents and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee Each of payment when due and not of collection. Guarantor the Parent Guarantors waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Agents, the Syndication Agents, the Issuing Bank or any Lender upon the Guarantee contained in this Guarantee Article IX or acceptance of the Guarantee contained in this GuaranteeArticle IX; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Guarantee; Article IX, and all dealings between Seller, each of the Parent and GuarantorGuarantors, on the one hand, and Buyerthe Agents, the Syndication Agents, the Issuing Bank and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this GuaranteeArticle IX. The Agents, Syndication Agents, Issuing Bank and any Lender will, to the extent permitted by applicable law, request payment of any applicable Obligation from the Borrower before making any claim against either Parent Guarantor under this Article IX, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against each of the Parent Guarantors hereunder. Except as expressly provided in the preceding sentence, each of the Parent Guarantors waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, such Parent Guarantor or this Guarantee the Borrower with respect to the Obligations. This The Guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of this Agreement or any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee Guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Agent, the Syndication Agents, the Issuing Bank or any Lender, (iib) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller either Parent Guarantor or Parent the Borrower against Buyerthe Agents, (iii) any requirement that Buyer exhaust any right to take any action against Sellerthe Syndication Agents, Parent the Issuing Bank or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, of either Parent and GuarantorGuarantor or the Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations any Obligations, or of either Parent Guarantor under the Guarantee contained in this GuaranteeArticle IX, in bankruptcy or in any other instance. When any Agent, the Syndication Agents, the Issuing Bank or any Lender is pursuing its rights and remedies hereunder under this Article IX against Guarantorthe Parent Guarantors, Buyer such Agent, the Syndication Agents, the Issuing Bank or such Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee Guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Agent, the Syndication Agents, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee Guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or of any such collateral security, guarantee Guarantee or right of offset, shall not relieve Guarantor the Parent Guarantors of any liability hereunderunder this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofAgents, and shall inure to the benefit of BuyerSyndication Agents, and its permitted successors, endorsees, transferees and assigns, until all the Obligations Issuing Bank and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during Lenders against the term of the Governing Agreements, Seller or Parent may be free from any ObligationsGuarantors.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between any Seller, any Parent and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller, any Parent or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any Seller or any Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against any Seller, any Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of, any Seller, any Parent and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller and/or any Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against any Seller, any Parent or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from any Seller, any Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Seller, any Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, a Seller or a Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default protest, demand, dishonor, default, nonpayment or nonpayment nonperformance, notice of any exercise of remedies, and all other notices whatsoever, other than as specifically provided herein, to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Guaranteed Obligations. Guarantor also waives any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of the Repurchase Agreement or any Governing Agreementother Repurchase Document, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or any defense or counterclaim arising out of Buyer’s breach of the Repurchase Agreement or any other Repurchase Document) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Knowledge of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Guaranteed Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance, or any defense of a surety or guarantor. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its successors and permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding (x) any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Repurchase Agreement or the exercise by Buyer of any of the other rights and remedies set forth in any of the Repurchase Documents, or (y) that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Transferee or the Guarantor and Guarantor, on the one hand, and Buyer, on the other hand, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Transferee or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (ia) the validity, regularity or enforceability of any Governing AgreementRelevant Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent the Transferee against Buyerany Beneficiary, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Transferee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Transferee for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Transferee or any other Person person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Beneficiaries, and its permitted their respective successors, endorsees, transferees and assigns, until all of the Obligations and the obligations Obligations of the Guarantor under this Guarantee Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees that, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.without

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. To the fullest extent permitted by applicable Laws, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations obligations of Medicure herein and notice of or proof of reliance by Buyer Birmingham upon the guarantee contained in this Guarantee Article 8 or acceptance of the guarantee contained in this Guarantee; the Obligations, and any of them, Article 8. The Medicure Obligations shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; and all Article 8. All dealings between Seller, Parent Medicure and Guarantorany of Guarantors, on the one hand, and BuyerBirmingham, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle 8. To the fullest extent permitted by applicable Laws, each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Medicure or this Guarantee any of Guarantors with respect to the Medicure Obligations. This Guarantee Each Guarantor understands and agrees that the guarantee contained in this Article 8 shall be construed construed, to the fullest extent permitted by applicable Laws, as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity validity or enforceability of any Governing of this Agreement, any of the Medicure Obligations herein or any collateral security therefor or other guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBirmingham, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Medicure or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Birmingham, or (iviii) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Medicure or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Medicure for the Medicure Obligations or of such Guarantor under the guarantee contained in this GuaranteeArticle 8, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, Buyer Birmingham may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against SellerMedicure, Parent any other Guarantor or any other Person or against any collateral security or guarantee for the Medicure Obligations or any right of offset with respect thereto, and any failure by Buyer Birmingham to make any such demand, to pursue such other rights or remedies or to collect any payments from SellerMedicure, Parent any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of SellerMedicure, Parent any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Birmingham against any Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any ObligationsProceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default protest, demand, dishonor, default, nonpayment or nonpayment nonperformance, notice of any exercise of remedies, and all other notices whatsoever to or upon Seller, Parent any Seller or this Guarantee Guarantor with respect to the Obligations. Guarantor also waives any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of the Repurchase Agreement or any Governing Agreementother Repurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent any Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Knowledge of any Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance, or any defense of a surety or guarantor. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent any Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent any Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyer, and its their respective successors and permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding (x) any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Repurchase Agreement or the exercise by Buyer of any of the other rights and remedies set forth in any of the Repurchase Documents, or (y) that from time to time during the term of the Governing Agreements, Repurchase Documents any Seller or Parent Sellers may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer UBS upon this Guarantee or acceptance of this Guarantee; the Obligations, and any creation, renewal extension or accrual of themany of the Obligations, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Seller and the Guarantor, on the one hand, and BuyerUBS and the Seller, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Seller or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment up to the Maximum Amount and not of collection without regard to (ia) the validity, regularity or enforceability of the Repurchase Agreement, the Custodial Agreement, or any Governing Agreementother document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerUBS, (iib) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance in full) that which may at any time be available to or be asserted by the Seller or Parent against BuyerUBS, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (other than a defense of payment or performance in full) (with or without notice to, to or knowledge of, Seller, Parent and of the Seller or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller and/or Parent for from the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer UBS may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, thereto and any failure by Buyer UBS to pursue such other rights or remedies or to collect any payments from Seller, Parent the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Seller or any such other Person or any such collateral security, guarantee or right of offset, offset shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer UBS against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of BuyerUBS, and its permitted respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by complete performance and payment in fullfull and the Repurchase Documents shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Repurchase Documents the Guarantor may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or Guarantor, on the one hand, and BuyerBeneficiary, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBeneficiary, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by a Seller or Parent against BuyerBeneficiary, (iii) any requirement that Buyer Beneficiary exhaust any right to take any action against Seller, Parent a Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Beneficiary may, but shall be under no obligation, to pursue such rights and remedies that Buyer Beneficiary may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Beneficiary against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerBeneficiary, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, of Seller, Parent and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and (subject to the obligations of Guarantor under this Guarantee limitations in Section 2(b)) shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer Administrative Agent, on behalf of Buyers, upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent Seller and Guarantor, on the one hand, and BuyerAdministrative Agent, on behalf of Buyers, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Administrative Agent or any Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller against Administrative Agent or Parent against any Buyer, (iii) any requirement that Buyer Administrative Agent, on behalf of Buyers, exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent of Seller and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this GuaranteeObligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Administrative Agent and Buyers may, but shall be under no obligation, to pursue such rights and remedies that Buyer Administrative Agent or such Buyers may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Administrative Agent or any Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Administrative Agent and Buyers against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerAdministrative Agent, Buyers and its their respective permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee Agreement constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Guarantee Agreement or acceptance of this GuaranteeGuarantee Agreement; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this GuaranteeGuarantee Agreement; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuarantee Agreement. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default protest, demand, dishonor, default, nonpayment or nonpayment nonperformance, notice of any exercise of remedies, and all other notices whatsoever to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Guaranteed Obligations. Guarantor also waives any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed Obligations. This Guarantee Agreement shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of the Repurchase Agreement or any Governing AgreementRepurchase Document, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Agreement or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Knowledge of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Guaranteed Obligations or of Guarantor under this GuaranteeGuarantee Agreement, in bankruptcy or in any other instance, or any defense of a surety or guarantor. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of Buyer, and its successors and permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guarantee Agreement shall have been satisfied by payment in full, notwithstanding (x) any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Repurchase Agreement or the exercise by Buyer of any of the other rights and remedies set forth in any of the Repurchase Documents, or (y) that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, permitted transferees and permitted assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer any Guaranteed Party upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Guaranteed Parties and Guarantor, on the one hand, and Buyer, on the other hand, Guarantor likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent or this Guarantee Guarantor with respect to the Guaranteed Obligations. This Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Lease or any Governing Agreementother SanDisk Tranche Operative Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Guaranteed Party, (iib) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or affirmative discharge, release or termination of this Guarantee by the Guaranteed Parties in accordance with the terms hereof) that which may at any time be available to or be asserted by Seller Guarantor or Parent Lessee against Buyerany Guaranteed Party, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof Guarantor or Lessee) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Lessee for the Obligations Guaranteed Obligations, or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer the Guaranteed Parties may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as they may have against Seller, Parent Lessee or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Guaranteed Parties to pursue such other rights or remedies or to collect any payments from Seller, Parent Lessee or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Lessee or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Guaranteed Parties against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assignseach Guaranteed Party, until all the Guaranteed Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Lease Lessee may be free from any Obligations.obligations or liabilities thereunder or under the other SanDisk Tranche Operative Documents. Guarantor expressly waives any and all benefits under Sections 2787 to 2855 inclusive, and Sections 2899 and 3433, of the California Civil Code. Notwithstanding anything else in this Guarantee, Guarantor shall not be required to pay more under this Guarantee in respect of the Guaranteed Obligations than Lessee is required to pay pursuant to the provisions of any of the other SanDisk Tranche Operative Documents as a result and to the extent of the application of Section 11.3

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default protest, demand, dishonor, default, nonpayment or nonpayment nonperformance, notice of any exercise of remedies, and all other notices whatsoever to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Guaranteed Obligations. Guarantor also waives any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of the Repurchase Agreement or any Governing Agreementother Repurchase Document, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Guaranteed Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance, or any defense of a surety or guarantor. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding (x) any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Repurchase Agreement or the exercise by Buyer of any of the other rights and remedies set forth in any of the Repurchase Documents, or (y) that from time to time during the term of the Governing AgreementsRepurchase Documents, Seller or Parent may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer the Investor, Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and such Guarantor, on the one hand, and Buyerthe Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Investor, Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent such Guarantor against Buyerthe Investor, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.any

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations guaranteed by such Guarantor, and notice of or proof of reliance by Buyer the Trustee or any Holder upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on Issuers or any of the other handGuarantors and the Trustee, the Collateral Agent or any Holder shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Issuers or this Guarantee any of the other Guarantors with respect to the ObligationsObligations guaranteed by such Guarantor. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Indenture, the Notes, any Governing Agreementother Indenture Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Trustee or the Collateral Agent, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyerthe Issuers, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent of the other Guarantors or any other Person prior to against the Trustee or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Holder, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Issuers or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Issuers for the Obligations Obligations, or of any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Trustee, the Collateral Agent and/or any Holder may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Issuers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Trustee, the Collateral Agent or any Holder to pursue such other rights or remedies or to collect any payments from Seller, Parent the Issuers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Issuers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Trustee, the Collateral Agent or any Holder against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Trustee and the Holders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during full or the term release of the Governing Agreements, Seller or Parent may be free from any ObligationsGuarantor in accordance with Section 7.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer Beneficiary upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or Guarantor, on the one hand, and BuyerBeneficiary, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Sellers or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerBeneficiary, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by a Seller or Parent against BuyerBeneficiary, (iii) any requirement that Buyer Beneficiary exhaust any right to take any action against Seller, Parent a Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of a Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer Beneficiary may, but shall be under no obligation, to pursue such rights and remedies that Buyer Beneficiary may have against Seller, Parent a Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent a Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any such Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Beneficiary against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of BuyerBeneficiary, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Xxxxx of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor Anadarko waives any and all notice of the creation, renewal, extension or accrual of any of the WGRAH Obligations and notice of or proof of reliance by Buyer Trinity upon the guarantee contained in this Guarantee Article 2 or acceptance of the guarantee contained in this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle 2. Guarantor Anadarko waives promptness, diligence, presentment, protest, demand for payment (except as expressly set forth in this Section 2.04), notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon Seller, Parent WGRAH or this Guarantee Anadarko with respect to the WGRAH Obligations. This Guarantee shall Anadarko further waives any requirement that suit be brought against WGRAH, or any other action by Trinity be taken against WGRAH or any other Person, or that any other action to be taken or not taken as a condition to Anadarko’s liability for the WGRAH Obligations under this Sponsor Payment Guaranty or as a condition to the enforcement of this Sponsor Payment Guaranty against Anadarko. Anadarko understands and agrees that the guarantee contained in this Article 2 shall, without limiting Section 2.09(c), be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability or perfection of the WGRAH Loan Agreement or any Governing other WGRAH Loan Document or Transaction Agreement, any of the WGRAH Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerTrinity, (iib) any defensedefense (including any defense arising from the bankruptcy or insolvency of WGRAH or Anadarko), set-off or counterclaim whatsoever (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent WGRAH or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Trinity, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge ofof WGRAH or Anadarko), Sellerother than payment or performance, Parent and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent WGRAH or Anadarko for any of its respective portion of the WGRAH Obligations or of Guarantor Anadarko under the guarantee contained in this GuaranteeArticle 2, in bankruptcy or in any other instance. When Without limiting Section 2.09(c), Anadarko shall pay the WGRAH Obligations when due upon written demand therefor specifying the WGRAH Obligation due and amount thereof; provided, that when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against GuarantorAnadarko, Buyer Trinity may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Seller, Parent WGRAH or any other Person or against any collateral security or guarantee for the WGRAH Obligations or any right of offset with respect thereto, and any failure by Buyer Trinity to make any such similar demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent WGRAH or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent WGRAH or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor Anadarko of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Trinity against GuarantorAnadarko. This Guarantee For the purposes hereof “demand” shall remain include the commencement and continuance of any legal proceedings. It shall not be necessary for Trinity, in full force and effect and be binding in accordance with and order to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor enforce payment by Anadarko under this Guarantee shall have been satisfied by Sponsor Payment Guaranty, to institute or exhaust its remedies against WGRAH, any other guarantor, or any other person liable for the payment in full, notwithstanding that from time to time during the term or performance of the Governing Agreements, Seller or Parent may be free from any WGRAH Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent, the Issuing Lender or any L/C Participant upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Sellerthe respective Subsidiary Guarantor or the Guarantor and the Administrative Agent, Parent and Guarantor, on the one hand, and Buyer, on the other hand, Issuing Lender or any L/C Participant shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the respective Subsidiary Guarantor or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent, the Issuing Lender or any L/C Participant, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the respective Subsidiary Guarantor against Buyerthe Administrative Agent, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Issuing Lender or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee L/C Participant, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the respective Subsidiary Guarantor or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the respective Subsidiary Guarantor for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent, the Issuing Lender and any L/C Participant may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the respective Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent, the Issuing Lender or any L/C Participant to pursue such other rights or remedies or to collect any payments from Seller, Parent the respective Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the respective Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not 119 relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent, the Issuing Lender or any L/C Participant against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent, the Issuing Lender and the L/C Participants, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitment shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the respective Subsidiary Guarantor may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer the Agent or any Beneficiary upon this Guarantee or acceptance of this Guarantee; , the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and such Guarantor, on the one hand, and Buyerthe Agent and the Beneficiaries, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the ObligationsGuaranteed Obligations except for notices specifically required by the Operative Agreements. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Agent or any Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent such Guarantor against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Beneficiary, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Agent and any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Agent or any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Agent and the Beneficiaries against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon such Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Agent and the Beneficiaries, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments and Investor Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing AgreementsCredit Agreement, Seller or Parent Lease and other Operative Agreements the Borrower may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between SellerSellers, Parent Parents and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent a Seller or this Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by a Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against a Seller, a Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, of a Seller, a Parent and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of a Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against a Seller, a Parent or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from such Seller, such Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of such Seller, such Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and (subject to the obligations of Guarantor under this Guarantee limitations in Section 2(b)) shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, a Seller or a Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and any Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent any Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementRepurchase Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent any Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of any Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent any Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent any Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, permitted transferees and permitted assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents a Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations obligations guaranteed hereunder and notice of or proof of reliance by any Buyer Party upon this Guarantee or acceptance of this Guarantee; the Obligationsobligations guaranteed hereunder, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and the Seller or the Guarantor, on the one hand, and Buyerthe Buyer Parties, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Seller or this Guarantee the Guarantor with respect to the Obligationsobligations guaranteed hereunder. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of the Stock Purchase Agreement or any Governing Agreementdocuments delivered pursuant thereto, any of the Obligations obligations guaranteed hereunder or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Buyer Parties, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Seller or Parent against Buyerany of the Buyer Parties, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Seller or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller and/or Parent for the Obligations obligations guaranteed hereunder, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its their rights and remedies hereunder against the Guarantor, the Buyer Parties may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as they may have against Seller, Parent the Seller or any other Person or against any collateral security or guarantee for the Obligations obligations guaranteed hereunder or any right of to offset with respect thereto, and any failure by the Buyer Parties to pursue such other rights or remedies or to collect any payments from Seller, Parent the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Buyer Party against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor The Parent waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer any Agent, any Lender or the Swingline Lender upon this Parent Guarantee or acceptance of this Parent Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guarantee; and all dealings between Seller, Parent and Guarantorthe Borrower or the Parent, on the one hand, and Buyerthe Agents, the Lenders and the Swingline Lender, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Parent Guarantee. Guarantor The Parent waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, the Borrower or the Parent or this Guarantee with respect to the Obligations. This Parent Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of this Agreement, any Governing AgreementRevolving Credit Note, the Swingline Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Agent, any Lender or the Swingline Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower against any Agent, any Lender or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee the Swingline Lender or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof the Borrower or the Parent) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, or of Guarantor the Parent under this Parent Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantorthe Parent, Buyer any Agent, any Lender and/or the Swingline Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer any Agent, any Lender or the Swingline Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Parent of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer any Agent, any Lender or the Swingline Lender against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any ObligationsParent.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent, the Issuing Lender or any L/C Participant upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Sellerthe respective Subsidiary Guarantor or the Guarantor and the Administrative Agent, Parent and Guarantor, on the one hand, and Buyer, on the other hand, Issuing Lender or any L/C Participant shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the respective Subsidiary Guarantor or this Guarantee the Guarantor with respect to the Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent, the Issuing Lender or any L/C Participant, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the respective Subsidiary Guarantor against Buyerthe Administrative Agent, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Issuing Lender or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee L/C Participant, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and 119 of the respective Subsidiary Guarantor or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the respective Subsidiary Guarantor for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Administrative Agent, the Issuing Lender and any L/C Participant may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the respective Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Obligations obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent, the Issuing Lender or any L/C Participant to pursue such other rights or remedies or to collect any payments from Seller, Parent the respective Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the respective Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent, the Issuing Lender or any L/C Participant against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent, the Issuing Lender and the L/C Participants, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the respective Subsidiary Guarantor may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations Guaranteed Amounts and notice of or proof of reliance by Buyer any Guaranteed Party upon this Guarantee or acceptance of this Guarantee; , of the ObligationsGuaranteed Amounts, and of any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and the Guarantor, on the one hand, and Buyerthe Guaranteed Parties, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee the Guarantor with respect to the ObligationsGuaranteed Amounts except to the extent otherwise required under the Credit Agreement for such Guaranteed Amounts to become due and payable by the Borrower. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations Guaranteed Amounts or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerany Guaranteed Party, (iib) any defense, set-set off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyerany Guaranteed Party, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge ofof the Borrower or the Guarantor), Sellerother than payment in full of the Guaranteed Amounts, Parent and Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Amounts, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Guaranteed Parties may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Obligations Guaranteed Amounts or any right of offset with respect thereto, and any failure by Buyer any Guaranteed Party to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee for the Guaranteed Amounts or to exercise any such right of offset, offset with respect thereto or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Guaranteed Parties against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the be benefit of Buyerthe Guaranteed Parties, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations Guaranteed Amounts and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any ObligationsGuaranteed Amounts. The obligations of the Guarantor under this Guarantee shall survive the resignation or removal of the Agent or any Lender and the termination of this Guarantee and/or the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer the Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and each Guarantor, on the one hand, and Buyerthe Agent and the Lenders, on the other hand, with respect to the Guaranteed Obligations, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee such Guarantor with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement or any Governing other Operative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Borrower or Parent any Guarantor against Buyerthe Agent or any Lender, (iiic) any requirement that Buyer exhaust non-recourse provision contained in any right to take any action against SellerOperative Agreement, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivd) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Guaranteed Obligations, or of any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Agent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations guaranteed by such Guarantor, and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty; and all dealings between Seller, Parent and Guarantor, on the one hand, and Buyer, on Borrowers or any of the other hand, Guarantors and the Administrative Agent or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrowers or this Guarantee any of the other Guarantors with respect to the ObligationsObligations guaranteed by such Guarantor. This Guarantee Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, the Notes, any Governing Agreementother Credit Document, any Swap Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyerthe Borrowers, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent of the other Guarantors or any other Person prior to against the Administrative Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrowers or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrowers for the Obligations Obligations, or of any Guarantor under this GuaranteeGuaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Buyer the Administrative Agent and/or any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against such Guarantor. This Guarantee Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee Guaranty shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agents, the Paying Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent and the Borrower or the Guarantor, on the one hand, and Buyerthe Administrative Agents, the Paying Agent and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Term Loan Agreement or any Governing Agreementother Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Administrative Agents, the Paying Agent or any Lender, (iib) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Borrower or any other Person prior to against the Administrative Agents, the Paying Agent or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations Borrower from the Obligations, or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantor, Buyer the Administrative Agents, the Paying Agent and any Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Borrower, Parent any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agents or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Sellerthe Borrower, Parent Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Sellerthe Borrower, Parent Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agents, the Paying Agent or any Lender against Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the License Company’s Obligations and notice of or proof of reliance by Buyer American III upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty; the License Company’s Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty; and all dealings between Seller, Parent License Company and Guarantor, on the one hand, and BuyerAmerican III, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment default, notice of nonpayment, notice of dishonor, and all other notices of any kind to or upon Seller, Parent License Company or this Guarantee Guarantor with respect to the ObligationsLicense Company’s Obligations and any exemption rights that either may have. This Guarantee Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute absolute, and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity, regularity validity or enforceability of any Governing the Management Agreement, any of the License Company’s Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by Buyer, American III; (iib) any defense, set-off set off, or counterclaim (other than a defense of payment or performanceperformance in full hereunder) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent License Company or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee American III or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of License Company or Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent License Company for the License Company’s Obligations or of Guarantor under this GuaranteeGuaranty, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantor, Buyer American III may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Seller, Parent License Company or any other Person or against any collateral security or guarantee guaranty for the License Company’s Obligations or any right of offset with respect thereto, and any failure by Buyer American III to make any such demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent License Company or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of Seller, Parent License Company or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve Guarantor of any liability hereunderGuarantor Obligations, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer American III against Guarantor. This Guarantee For the purposes hereof, “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer the Lender upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent and the Borrowers or any Guarantor, on the one hand, and Buyerthe Lender, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrowers or this Guarantee any Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of any Governing Agreementthe Note, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Lender, (iib) any defense, set-off setoff or counterclaim (other than a defense of payment or performancepayment) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Borrowers or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee the Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Guarantorof the Borrowers or the Guarantors) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations Borrowers from the Guaranteed Obligations, or of Guarantor any or all of the Guarantors under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, Buyer the Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Sellerthe Borrowers, Parent any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer the Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Lender against any Guarantor. This Guarantee For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing AgreementTransaction Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Section 10(b) of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Buyer of any Obligationsof the other rights and remedies set forth in any of the Transaction Documents.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives waive any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreementagreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default protest, demand, dishonor, default, nonpayment or nonpayment nonperformance, notice of any exercise of remedies, and all other notices whatsoever to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Guaranteed Obligations. Guarantor also waives any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any part of the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability -6- of the Repurchase Agreement or any Governing AgreementRepurchase Document, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and Knowledge of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Guaranteed Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance, or any defense of a surety or guarantor (other than a defense of payment or performance). When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereofassigns, and shall inure to the benefit of Buyer, and its successors and permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding (x) any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Repurchase Agreement or the exercise by Buyer of any of the other rights and remedies set forth in any of the Repurchase Documents, or (y) that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) The Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and the Seller or the Guarantor, on the one hand, and the Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Seller or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreementagreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Seller or Parent against the Buyer, (iii) any requirement that the Buyer exhaust any right to take any action against Seller, Parent the Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Seller or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller and/or Parent for the Obligations or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Buyer may, but shall be under no obligation, to pursue such rights and remedies that the Buyer may have against Seller, Parent the Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of the Buyer, and its permitted respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Agreements the Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer Collateral Agent or any Beneficiary upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Lessor and the Guarantor, on the one hand, and BuyerCollateral Agent and the Beneficiaries, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Lessor or this Guarantee the Guarantor with respect to the Guaranteed Obligations. This The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment without regard to (ia) the validity, regularity or enforceability of the SPC Loan Agreement or any Governing other Operative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by BuyerCollateral Agent or any Beneficiary, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller the Lessor or Parent the Guarantor against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Collateral Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Beneficiary, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Lessor or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Lessor for the Obligations Guaranteed Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer Collateral Agent and any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Lessor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer Collateral Agent or any Beneficiary to pursue such other rights or remedies or to collect any payments from Seller, Parent the Lessor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Lessor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer Collateral Agent and the Beneficiaries against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its the successors and assigns thereof, and shall inure to the benefit of BuyerCollateral Agent and the Beneficiaries, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing AgreementsSPC Loan Agreement, Seller or Parent Lease and other Operative Agreements the Lessor may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. To the fullest extent permitted by applicable law, the Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Lender upon this Guarantee or acceptance of the guarantee contained in this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; and all dealings between Seller, Parent the Borrower and the Guarantor, on the one hand, and Buyerthe Lender, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Guarantee. To the fullest extent permitted by applicable law, the Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent or this Guarantee the Guarantor with respect to the Obligations. This Guarantee The Guarantor understands and agrees that the guarantee contained in this Guarantee, to the fullest extent permitted by applicable laws, shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity validity or enforceability of any Governing the Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Borrower or any other Person prior to or contemporaneously with proceeding to exercise any right person against Guarantor under this Guarantee the Lender or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under the guarantee contained in this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Seller, Parent the Guarantor or any other Person person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent the Guarantor or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Guarantor or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Lender against the Guarantor. This Guarantee For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.legal proceedings

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer of any Guaranteed Party upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent and Transferee Investor or the Guarantor, on the one hand, and Buyerthe Guaranteed Parties, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Transferee Investor or this Guarantee the Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Participation Agreement or any Governing Agreementother Operative Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Guaranteed Parties, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent Transferee Investor against Buyerthe Guaranteed Parties, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Transferee Investor or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Transferee Investor for the Obligations Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its their rights and remedies hereunder against the Guarantor, Buyer the Guaranteed Parties may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as they may have against Seller, Parent Transferee Investor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Guaranteed Parties to pursue such other rights or remedies or to collect any payments from Seller, Parent Transferee Investor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Transferee Investor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Guaranteed Parties against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyerthe Guaranteed Parties, and its permitted their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives The Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower and Guarantorany of the Guarantors, on the one hand, and Buyerthe Administrative Agent and the Lenders, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, The Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the other Subsidiary Guarantors or other guarantors with respect to the Obligations. This The Guarantors understand and agree that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, or any Governing Agreementother Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, the Administrative Agent or any Lender (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge ofof the Borrower, Seller, Parent and Guarantorany Subsidiary Guarantor or other guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, of any Subsidiary Guarantor under its Subsidiary Guarantee, or of Guarantor under this Guaranteeany other guarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantorthe Guarantors, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Sellerthe Borrower, Parent any other Subsidiary Guarantor, any other guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Sellerthe Borrower, Parent other Subsidiary Guarantor or any such other guarantor or other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Sellerthe Borrower, Parent other Subsidiary Guarantor or any such other guarantor or other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent and the Lenders against Guarantorthe Guarantors. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor the Guarantors and its the respective successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor the Guarantors under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Lender Guarantor waives any and all notice of the creation, renewal, extension or accrual of any the performance of the Obligations Lender's obligations hereunder and notice of or proof of reliance by Buyer the Borrower upon this the Guarantee or acceptance of this the Guarantee; the Obligations, and any . The obligation of them, Lender to perform hereunder shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, as applicable, in reliance upon this the Guarantee; , and all dealings between Seller, Parent the Lender and the Lender Guarantor, on the one hand, and Buyerthe Borrower, on the other hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this the Guarantee. The Lender Guarantor waives promptnessall rights and remedies accorded by applicable laws to sureties and guarantors and agrees not to assert or take advantage of any such rights or remedies, including diligence, presentment, protest, demand for payment performance and notice of default or nonpayment to or upon Seller, Parent or this Guarantee the Lender with respect to the Obligationsperformance obligations guaranteed hereunder. This The Lender Guarantor understands and agrees that the Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard performance by the Lender of its obligation to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor make Loans under this Guarantee or (iv) any other circumstance whatsoever (Agreement in accordance with or without notice to, or knowledge of, Seller, Parent the terms and Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instanceconditions hereof. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Lender Guarantor, Buyer the Borrower may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that Buyer as it may have against Seller, Parent the Lender or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect theretoPerson, and any failure by Buyer the Borrower to make any such demand, to pursue such other rights or remedies or to collect any payments from Seller, Parent the Lender or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor the Lender Guarantee of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Borrower against the Lender Guarantor. This Guarantee For the purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent may be free from any Obligationslegal proceedings.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Agent or any Lender upon the obligations of the Guarantor under this Guarantee Agreement or acceptance of this Guaranteeguarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this GuaranteeAgreement; and all dealings between Seller, Parent and the Borrowers or the Guarantor, on the one hand, and Buyerthe Agent and the Lenders, on the other handother, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this GuaranteeAgreement. The Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent any Borrower or this Guarantee the Guarantor with respect to the Obligations. This Guarantee The obligations of the Guarantor under this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of any Governing this Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyerthe Agent or any Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent any Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrowers or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent any Borrower for the Obligations Obligations, or of the Guarantor under this GuaranteeAgreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, Buyer the Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Agent or any Lender against the Guarantor. This Guarantee The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyerthe Agent and the Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Sellers or either Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Sellers or this the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreementagreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by a Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent a Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against either Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Sellers or either Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent Sellers for the Obligations or of either Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against either Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Sellers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve either Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against either Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Transaction Documents Sellers may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor hereby agrees that its obligations under this Guarantee constitute a joint and several guarantee of payment when due and not of collection. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or either Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee either Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of the Repurchase Agreement or any Governing AgreementRepurchase Document, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against either Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or either Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Guaranteed Obligations or of Guarantor Guarantors under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent any such Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve either Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Affiliate of Buyer against either Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its each of their respective successors and assigns thereofassigns, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Repurchase Documents Seller or Parent may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between Seller, Parent and Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent Seller or this Guarantee Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of Seller or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller, Parent Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller, Parent Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer or any Buyer against Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all of the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term any sale by Buyer of any Purchased Asset as set forth in Article 10 of the Governing Agreements, Seller Repurchase Agreement or Parent may be free from the exercise by Xxxxx of any Obligationsof the other rights and remedies set forth in any of the Repurchase Documents.

Guarantee Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Seller, Parent the Borrower or any of the Subsidiary Guarantors and Guarantor, on the one hand, and Buyer, on the other hand, Administrative Agent or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller, Parent the Borrower or this Guarantee any of the Subsidiary Guarantors with respect to the Obligations. This Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ia) the validity, regularity or enforceability of the Credit Agreement, any Governing Agreementother Loan Document, any of the Obligations obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, the Administrative Agent or any Lender (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by Seller or Parent the Borrower against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Parent the Administrative Agent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee Lender, or (ivc) any other circumstance whatsoever (with or without notice to, to or knowledge of, Seller, Parent and of the Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller and/or Parent the Borrower for the Obligations Obligations, or of such Subsidiary Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, Buyer the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that Buyer as it may have against Seller, Parent the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Seller, Parent the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller, Parent the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer the Administrative Agent or any Lender against such Subsidiary Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and its the successors and assigns thereof, and shall inure to the benefit of Buyerthe Administrative Agent and the 105 Lenders, and its permitted their respective successors, endorseesindorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in fullfull and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Governing Agreements, Seller or Parent Credit Agreement the Borrower may be free from any Obligations.