Common use of Guaranty Absolute and Unconditional Clause in Contracts

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this Agreement, the other Transaction Documents, 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 the Administrative Agent or the Lenders, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower against the Administrative Agent or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation, to pursue such rights and remedies that it may have against 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 the Administrative Agent to pursue such other rights or remedies or to collect any payments from 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 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 or equity, of the Administrative Agent against the Guarantor. This Guaranty 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 the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Each Guarantor waives any understands and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agrees that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty Agreement shall be construed as a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Issuer of the Obligations and not of collectibility only and is in no way conditioned upon any requirement that the Noteholder first attempt to collect any of the Obligations from the Issuer or any other Guarantor, without regard to (ia) the validity validity, regularity or enforceability of this Agreement, the Secured Note Agreement or any other Transaction DocumentsSecured Note Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee guaranty thereof or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or the LendersNoteholder, (iib) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by it or the Borrower Issuer against the Administrative Agent Noteholder or the Lendersany other Guarantor, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Issuer or the any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Borrower for Issuer from the Guaranteed Obligations, or of the any Guarantor under from this GuarantyAgreement, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent Noteholder may, but shall be under no obligationobligation to, to pursue such rights rights, powers, privileges and remedies that as it may have against the Borrower Issuer or any other Person or against the Collateral or any other collateral security or guarantee guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Noteholder to pursue such other rights or remedies or to collect any payments from the Borrower Issuer 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 the Borrower Issuer or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the any Guarantor of any liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of law or equity, of the Administrative Agent Noteholder against the GuarantorGuarantors. This Guaranty Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Guarantors and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersNoteholder, and their each of its permitted successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty permitted shall have been satisfied by performance and payment in fullfull and the Secured Note Agreement and the other Secured Note Documents shall have been terminated, notwithstanding that from time to time during the term of the Credit Agreement, Secured Note Agreement the Borrower Issuer may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, renewal, extension extension, amendment, modification or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, any Beneficiary upon this Guaranty or acceptance of this Guaranty; . The Note Agreement, the Notes, the other Transaction Documents and the Guaranteed Obligations, and Obligations in respect of any of them, them shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Borrower Company or the GuarantorGuarantors, on the one hand, and any of the Administrative Agent and the LendersBeneficiaries, on the other, shall likewise conclusively be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guarantee guaranty of payment payment, performance and performance compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (ia) the validity or enforceability of this the Note Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any collateral security therefor or guarantee other guaranty or right of offset setoff with respect thereto at any time or from time to time held by the Administrative Agent or the Lendersany Beneficiary, (iib) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it the Company or any one or more of the Borrower other Guarantors against the Administrative Agent any Beneficiary, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or the Guarantorany other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for Company, the other Guarantors or any other guarantor of the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against any of the GuarantorGuarantors, the Administrative Agent any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower any other Guarantor or any other Person or against any collateral security or guarantee for under a guaranty of the Guaranteed Obligations or any right of offset setoff with respect thereto, and any failure by the Administrative Agent such Beneficiary to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offsetsetoff, or any release of the Borrower or any such other Guarantor or Person or any such collateral security, guarantee guaranty or right of offsetsetoff, shall not relieve the Guarantor 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 or equitylaw, of each of the Administrative Agent Beneficiaries against the GuarantorGuarantors. This Guaranty 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 the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the fullest extent permitted by law, each Guarantor hereby waives any defense arising rights and defenses which are or may become available to such Guarantor by reason ofof California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and all right to assert against irrevocable waiver of any rights and defenses any Guarantor may have because the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies Company’s debt is secured by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, real property. These rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances includingdefenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the release California Code of Civil Procedure. Further, each Guarantor waives any right or revocation by any other guarantor. (iii) Guarantor has independently reviewed defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereofGuaranty shall be governed by, and construed in executing accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and delivering this Agreement, Guarantor is shall not be construed to mean that any of the above referenced provisions of California law are in any manner relying upon way applicable to this Guaranty or the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the futureGuaranteed Obligations.

Guaranty Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guaranty 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Seller and Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Borrower or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity validity, regularity or enforceability of this Agreement, the other Transaction Documentsany agreement, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent or the LendersBuyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guaranty or (iv) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Seller and Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, Obligations or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it Buyer may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 the Administrative Agent, the Lenders, Buyer and their its permitted successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerSeller, any other guarantor or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of about the financial condition of Seller, the Borrowerstatus of other guarantor, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its the right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement the Transaction Documents and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, any Lender upon this Guaranty or acceptance of the Guaranty under this GuarantySection 9; the Guaranteed Subsidiary 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 the Guaranty under this GuarantySection 9; and all dealings between any Subsidiary Borrower and the Borrower or the GuarantorBorrower, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty under this GuarantySection 9. Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Subsidiary Borrower or the Borrower or itself with respect to the Guaranteed Subsidiary Borrower Obligations. This The Guaranty under this Section 9 shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity or enforceability of this Agreement, the other Transaction Documents, any of the Guaranteed Subsidiary Borrower 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 the Administrative Agent or the Lendersany Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the any Subsidiary Borrower against the Administrative Agent or the Lendersany Lender, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the such Subsidiary Borrower or the GuarantorBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Subsidiary Borrower for the Guaranteed its Subsidiary Borrower Obligations, or of the Guarantor Borrower under the guaranty under this GuarantySection 9, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the GuarantorBorrower, the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the any Subsidiary Borrower or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the any Subsidiary Borrower 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 the Subsidiary Borrower or any such other Person or of any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantor Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law or equitylaw, of the Administrative Agent or any Lender against the Guarantorsuch Subsidiary Borrower. This The Guaranty under this Section 9 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Borrower and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, Agent and the Lenders, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Subsidiary Borrower Obligations and the Guaranteed Obligations obligations of the Guarantor Borrower under the Guaranty under this Guaranty Section 9 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 Credit Agreement, the this Agreement any Subsidiary Borrower may be free from any due and payable Subsidiary Borrower Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; , 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 Guaranty; and all dealings between the Borrower or Seller and the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. . (b) The Guarantor hereby expressly waives all set-offs and counterclaims and all diligence, presentmentpresentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, demand for payment and notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon the Borrower Seller or itself with respect the Guarantor, surrender or other handling or disposition of assets subject to the Guaranteed Obligations. This Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against the Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind. (c) The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ia) the validity validity, regularity or enforceability of this the Repurchase Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersBuyer, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent Buyer, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for Seller from the Guaranteed Obligations, or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance or instance. (ivd) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. . (e) This Guaranty 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 the Administrative Agent, the LendersBuyer, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the Repurchase Agreement shall be terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, the Borrower Seller may be free from any due and payable Obligations. (bf) Without limiting the generality of the foregoingThe Guarantor waives, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the fullest extent permitted by applicable law, Guarantor hereby waives any defense arising all defenses of surety to which it may be entitled by reason of, and any and all right to assert against the Administrative Agent statute or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securityotherwise. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) The Guarantor waives any understands and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agrees that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Borrower of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Borrower without regard to (ia) the validity validity, regularity or enforceability of this the Financing Facility Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersLender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower against the Administrative Agent Lender, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) (other than payment or performance by the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for from the Guaranteed Obligations, or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against 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 the Administrative Agent Lender to pursue such other rights or remedies or to collect any payments from 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 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 or equitylaw, of the Administrative Agent Lender against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersLender, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the Financing Facility Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, Financing Facility Agreement the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) The Guarantor waives any understands and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agrees that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Borrowers of the Obligations and not only of their collectibility (a) without regard to (i) the validity validity, regularity or enforceability of this the Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersLender, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Borrowers against the Administrative Agent or the LendersLender, (iii) any defense by the Borrowers to the Obligations or any subordination of the Lien on the Collateral or the priority of the Lender in the Collateral, or (iv) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for Borrowers from the Guaranteed Obligations, or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance and (b) is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Borrowers. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee without regard to waiver, forbearance, compromise, release, settlement, the dissolution, liquidation, reorganization or (iv) other change regarding either Borrower, or either Borrower being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other defense, set-off action or counterclaim of matter that would release a guarantor or a suretyguarantor. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower Borrowers 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 the Administrative Agent Lender to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower Borrowers 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 or equitylaw, of the Administrative Agent Lender against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersLender, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants subject to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election provisions of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securitySection 9 hereof. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, any Lender upon this Guaranty or acceptance of the Guaranty under this Guaranty; Section 9, the Guaranteed Subsidiary 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 the Guaranty under this Guaranty; Section 9 and all dealings between any Subsidiary Borrower and the Borrower or the GuarantorBorrower, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty under this GuarantySection 9. Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Subsidiary Borrower or the Borrower or itself with respect to the Guaranteed Subsidiary Borrower Obligations. This The Guaranty under this Section 9 shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity or enforceability of this Agreement, the other Transaction Documents, any of the Guaranteed Subsidiary Borrower 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 the Administrative Agent or the Lendersany Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the any Subsidiary Borrower against the Administrative Agent or the Lendersany Lender, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the such Subsidiary Borrower or the GuarantorBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Subsidiary Borrower for the Guaranteed its Subsidiary Borrower Obligations, or of the Guarantor Borrower under the guaranty under this GuarantySection 9, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the GuarantorBorrower, the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the any Subsidiary Borrower or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the any Subsidiary Borrower 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 the Subsidiary Borrower or any such other Person or of any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantor Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law or equitylaw, of the Administrative Agent or any Lender against the Guarantorsuch Subsidiary Borrower. This The Guaranty under this Section 9 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Borrower and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, Agent and the Lenders, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Subsidiary Borrower Obligations and the Guaranteed Obligations obligations of the Guarantor Borrower under the Guaranty under this Guaranty Section 9 shall have been satisfied by payment in full, all Letters of Credit are cancelled, expired or Cash Collateralized, and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, the this Agreement any Subsidiary Borrower may be free from any due and payable Subsidiary Borrower Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Seller or the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Borrower or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the Repurchase Agreement, the other Transaction DocumentsProgram Agreements, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it Seller against Buyer, or the Borrower against the Administrative Agent or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it they may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersBuyer, and their successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Repurchase Agreement, the Borrower Seller may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerSeller, against any other guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the financial condition status of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this the Repurchase Agreement and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor waives any The Guarantors understand and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agree that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Sellers of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Sellers, without regard to (ia) the validity validity, regularity or enforceability of this the Master Repurchase Agreement, the other Transaction Documents, 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 the Administrative Agent or the Lenders, Buyer (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower a Seller against the Administrative Agent Buyer, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Sellers or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of a Seller from the Borrower for the Guaranteed Obligations, or of the Guarantor under Guarantors from this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the GuarantorGuarantors, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower a 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower a Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor 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 or equitylaw, of the Administrative Agent Buyer against the GuarantorGuarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Guarantors and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersBuyer, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor Guarantors under this Guaranty shall have been satisfied by payment in fullfull and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, Master Repurchase Agreement the Borrower Sellers may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or Lender upon the Lenders, upon guarantee contained in this Guaranty Section 2 or acceptance of the guarantee contained in this GuarantySection 2; 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 the guarantee contained in this GuarantySection 2; and all dealings between the Borrower or Company and any of the GuarantorGuarantors, on the one hand, and the Administrative Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuarantySection 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company or itself any of the Guarantors with respect to the Guaranteed Obligations. This Guaranty Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ia) the validity or enforceability of this Agreement, the Loan Agreement or any other Transaction DocumentsDocument, 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 the Administrative Agent or the LendersLender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or fraud or misconduct by Lender) which may at any time be available to or be asserted by it the Company or the Borrower any other Person against the Administrative Agent Lender, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Guaranteed Obligations, or of the such Guarantor under the guarantee contained in this GuarantySection 2, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that as it may have against the Borrower Company, 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 the Administrative Agent Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Company, 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 the Borrower Company, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent Lender against the any Guarantor. This Guaranty 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 of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the futurelegal proceedings.

Guaranty Absolute and Unconditional. (a) Guarantor waives any The Guarantors understand and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agree that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Sellers of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Sellers, without regard to (ia) the validity validity, regularity or enforceability of this the Master Repurchase Agreement, the other Transaction Documents, 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 the Administrative Agent or the Lenders, Buyer (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower a Seller against the Administrative Agent Buyer, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Sellers or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of a Seller from the Borrower for the Guaranteed Obligations, or of the Guarantor under Guarantors from this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the GuarantorGuarantors, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower a 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower a Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor 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 or equitylaw, of the Administrative Agent Buyer against the GuarantorGuarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Guarantors and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersBuyer, and their its successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor Guarantors under this Guaranty shall have been satisfied by payment in fullfull and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, Master Repurchase Agreement the Borrower Sellers may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; , 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 Guaranty; and all dealings between the Borrower or Seller and the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. . (b) Guarantor hereby expressly waives all set-offs and counterclaims and all diligence, presentmentpresentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, demand for payment and notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon the Borrower Seller or itself with respect the Guarantor, surrender or other handling or disposition of assets subject to the Guaranteed Obligations. This Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against the Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind. (c) Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity validity, regularity or enforceability of this the Repurchase Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent Buyer, or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for Seller from the Guaranteed Obligations, or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance or instance. (ivd) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. . (e) This Guaranty 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 the Administrative Agent, the LendersBuyer, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the Repurchase Agreement shall be terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, the Borrower Seller may be free from any due and payable Obligations. (bf) Without limiting the generality of the foregoingGuarantor waives, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the fullest extent permitted by applicable law, Guarantor hereby waives any defense arising all defenses of surety to which it may be entitled by reason of, and any and all right to assert against the Administrative Agent statute or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securityotherwise. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor Each Obligor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower’s Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, any Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty; the Guaranteed . The Borrower’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 Guaranty; and all . All dealings between the Borrower or the Guarantorand any Obligor, on the one hand, and the Administrative Agent and the Lendersany Guaranteed Creditor, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor Each Obligor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Borrower’s Obligations. This Each Obligor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ia) the validity validity, regularity or enforceability of this Agreement, the other Transaction Documentsany Guaranteed Document, any of the Guaranteed Borrower’s 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 the Administrative Agent or the Lendersany Guaranteed Creditor, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower against the Administrative Agent any Guaranteed Creditor, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantorany Obligor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Borrower’s Obligations, or of the Guarantor any Obligor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantorany Obligor, the Administrative Agent each Guaranteed Creditor may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Borrower’s Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent any Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from 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 the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor any Obligor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law or equitylaw, of the Administrative Agent any Guaranteed Creditor against the Guarantorany Obligor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Obligor and the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenderseach Guaranteed Creditor, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Borrower’s Obligations and the Guaranteed Obligations obligations of the Guarantor each Obligor under this Guaranty shall have been satisfied by payment in fullfull in cash (or, notwithstanding that from time to time during in the term case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securitytotal Commitments shall be terminated. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Lender upon this Guaranty or acceptance of this Guaranty; , 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 Guaranty; and all dealings between the each Borrower or and the Guarantor, on the one hand, and the Administrative Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the each Borrower or itself the Guarantor with respect to the Guaranteed Obligations. This The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ia) the validity validity, regularity or enforceability of this the Credit Agreement, the any Note or any other Transaction DocumentsLoan 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 the Administrative Agent or the LendersLender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the any Borrower against the Administrative Agent Lender, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the each Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the any 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 the Administrative Agent Lender to pursue such other rights or remedies or to collect any payments from the 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 the a 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 or equitylaw, of the Administrative Agent Lender against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersLender, and their successors, permitted endorsees, permitted transferees its successors and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the obligation of the Lender to make Loans under the Credit Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, the Agreement each Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Each Guarantor hereby 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 the Administrative Agent or Guaranteed Parties upon the Lenders, upon guaranty contained in this Guaranty Section 2 or acceptance of the guaranty contained in this GuarantySection 2; 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 the guaranty contained in this GuarantySection 2; and all dealings between the Borrower or the Guarantorand Guarantors, on the one hand, and the Administrative Agent and the LendersGuaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this GuarantySection 2. Each Guarantor waives hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty Each Guarantor understands that the guaranty contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity or enforceability of this Agreement, the Facility Agreement and the other Transaction Loan Documents, any of the Guaranteed Obligations or any collateral security therefor or guarantee other guaranty or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or the LendersGuaranteed Parties, (iib) any defense, set-off or counterclaim (other than a defense of actual payment or performanceand performance of all Obligations) which may at any time be available to or be asserted by it Borrower or the Borrower any other Person against the Administrative Agent Guaranteed Parties, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of Guarantors under the Guarantor under guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim than a defense of a guarantor or a suretyactual payment and performance of the Obligations). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the GuarantorGuarantors, the Administrative Agent Guaranteed Parties may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that it as they may have against the Borrower or any other Person or against any collateral security or guarantee other guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Guaranteed Parties to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee other guaranty or to exercise any such right of offset, or any release of the Borrower Borrowers or any such other Person or any such collateral security, guarantee other guaranty or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent Guaranteed Parties against the any Guarantor. This Guaranty shall remain in full force The obligations of the Guarantors are principal and effect and be binding in accordance with and independent obligations from the obligations of the parties to the extent Facility Agreement and the other Loan Documents or any other agreement. The Guarantors shall not, in order to delay or to avoid the unconditional and immediate performance of its terms upon the Guarantor and its successors and assigns thereofobligations under this Guaranty, and shall inure invoke any defense or exception relating to the benefit of the Administrative Agentor resulting from any current or future relationships (including legal relationships) nor any contentious or non-contentious claims, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations between Borrower and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Parties or any other guarantor third party, or Person to any other challenge of Borrower or of a third party (other than a defense of actual payment and performance of the Administrative Agent, now or at any time and from time to time in the futureObligations).

Guaranty Absolute and Unconditional. (a) Each Guarantor waives waives, to the maximum extent permitted by applicable law, 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 the Administrative Collateral Agent or any other Secured Creditor upon the Lenders, upon guaranty contained in this Guaranty Article II or acceptance of the guaranty contained in this GuarantyArticle II; each of the Guaranteed Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this GuarantyArticle II; and all dealings between the Borrower or and any of the Guarantorother Credit Parties, on the one hand, and the Administrative Collateral Agent and the Lendersother Secured Creditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this GuarantyArticle II. Each Guarantor waives waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrower or itself any of the other Credit Parties with respect to any of the Guaranteed Obligations. This Guaranty Each Guarantor understands and agrees, to the extent permitted by law, that the guaranty contained in this Article II shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard not of collection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses that it may have arising out of or in connection with any and all of the following: (ia) the validity or enforceability of this Agreement, the Credit Agreement or any other Transaction DocumentsCredit Document, any of the Guaranteed 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 the Administrative Collateral Agent or the Lendersany other Secured Creditor, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by it or the Borrower against the Administrative Collateral Agent or any other Secured Creditor, (c) any change in the Lenderstime, place, manner or place of payment or any amendment, waiver or increase in any of the Obligations in accordance with the terms of the documentation evidencing the same, (d) any exchange, taking, or release of Collateral, (e) any change in the structure or existence of any of the Borrower or any of its Subsidiaries (except in connection with any release permitted by Section 7.13 hereof or any other liquidation, merger or dissolution permitted by the Credit Agreement), (f) any application of Collateral to any of the Obligations, (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent or any other Secured Creditor with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower or any other Credit Party of any assets or their use, or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Obligations (other than inchoate indemnity obligations) guaranteed by it hereunder) (with or without notice to or knowledge of the Borrower or the Guarantorany other Credit Party) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Credit Party for the Guaranteed its Obligations, or of the such Guarantor under the guaranty contained in this GuarantyArticle II, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Collateral Agent or any other Secured Creditor may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor 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 the Borrower Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Collateral Agent or any other Secured Creditor against the any Guarantor. This Guaranty 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 the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligationslegal proceedings. (b) Without Each Guarantor hereby acknowledges and affirms that it understands that to the extent the Obligations are secured by Real Property located in the State of California, such Guarantor shall be liable for the full amount of the liability hereunder notwithstanding foreclosure on such Real Property by trustee sale or any other reason impairing such Guarantor’s or any Secured Creditors’ right to proceed against any Borrower, any other Guaranteed Party or any other guarantor of the Obligations. (c) Each Guarantor hereby waives (to the fullest extent permitted by applicable law) all rights and benefits under Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives (to the fullest extent permitted by applicable law), without limiting the generality of the foregoingforegoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor hereby agreesunder Sections 2809, acknowledges2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and represents and warrants to 3433 of the Administrative Agent and the Lenders as follows:California Civil Code. (id) To Until the extent permitted by lawObligations (other than inchoate indemnity obligations) have been paid in full in cash, each Guarantor hereby waives its rights of subrogation and reimbursement and any defense arising other rights and defenses available to such Guarantor by reason ofof Sections 2787 to 2855, and inclusive, of the California Civil Code, including, without limitation, (1) any and all right defenses such Guarantor may have to assert against the Administrative Agent or the Lenders, any claim or defense based upon, this Guaranty by reason of an election of remedies by the Administrative Agent which in Secured Creditors and (2) any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights or defenses such Guarantor may have by reason of protection afforded to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person Guaranteed Party pursuant to the Administrative Agentantideficiency or other laws of California limiting or discharging such Borrower’s or such other Guaranteed Party’s indebtedness, now including, without limitation, Section 580a, 580b, 580d or at 726 of the California Code of Civil Procedure. In furtherance of such provisions, each Guarantor hereby waives all rights and defenses arising out of an election of remedies by the Secured Creditors, even though that election of remedies, such as a nonjudicial foreclosure, destroys such Guarantor’s rights of subrogation and reimbursement against any time and from time to time in Borrower or any other Guaranteed Party by the futureoperation of Section 580d of the California Code of Civil Procedure or otherwise.

Guaranty Absolute and Unconditional. (a) Except as otherwise set forth in Section 2 hereof, 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Seller or the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Except as otherwise set forth in Section 2 hereof, Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Seller or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the Repurchase Agreement, the other Transaction Program Documents, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent Buyer, or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defenseinstance. Except as otherwise set forth in Section 2 hereof, set-off or counterclaim of a guarantor or a surety. When when pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it they may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersBuyer, and their successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, Repurchase Agreement the Borrower Seller may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerSeller, against any other guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition condition, the status of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this the Repurchase Agreement and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) The Guarantor waives any understands and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agrees that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Borrower of the Obligations and not only of their collectibility (a) without regard to (i) the validity validity, regularity or enforceability of this the Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersLender, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower against the Administrative Agent or the LendersLender, (iii) any defense by the Borrower to the Obligations or any subordination of the Lien on the Collateral or the priority of the Lender in the Collateral, or (iv) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for from the Guaranteed Obligations, or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance and (b) is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Borrower. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee without regard to waiver, forbearance, compromise, release, settlement, the dissolution, liquidation, reorganization or (iv) other change regarding the Borrower, or the Borrower being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other defense, set-off action or counterclaim of matter that would release a guarantor or a suretyguarantor. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against 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 the Administrative Agent Lender to pursue such other rights or remedies or to collect any payments from 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 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 or equitylaw, of the Administrative Agent Lender against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersLender, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants subject to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election provisions of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securitySection 9 hereof. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guaranty 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower Seller or the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Seller or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity validity, regularity or enforceability of this Agreement, the other any Transaction DocumentsDocument, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent or the LendersBuyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guaranty or (iv) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, Obligations or of the Guarantor under this Guaranty, in bankruptcy or in any other instance (other than a defense of payment or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyperformance). When pursuing its rights and remedies hereunder under this Guaranty against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it Buyer may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunderunder this Guaranty, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersBuyer, and their successors, permitted endorsees, permitted transferees its successors and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower Transaction Documents Seller may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower Seller, or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerSeller or against any other guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about Seller’s financial condition, the status of the financial condition of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its the right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement the Transaction Documents and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to Buyer, Guarantor is not in any manner relying upon any other Person’s determination of the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor hereby 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 the Administrative Agent or Holders upon the Lenders, upon guaranty contained in this Guaranty Section 2 or acceptance of the guaranty contained in this GuarantySection 2; 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 the Guaranty contained in this GuarantySection 2; and all dealings between the Borrower or Company and the Guarantor, on the one hand, and the Administrative Agent and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this GuarantySection 2. Guarantor waives hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty Guarantor understands and agrees that the guaranty contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee Guaranty of payment and performance without regard to (ia) the validity or enforceability of this the Purchase Agreement, Notes or any of the other Transaction DocumentsAgreements, any of the Guaranteed Obligations or any collateral security therefor or guarantee other guaranty or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or the LendersHolders, (iib) any defense, set-off or counterclaim (other than a defense of actual payment or performanceand performance of all Obligations) which may at any time be available to or be asserted by it the Company or the Borrower any other Person against the Administrative Agent Holders, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Guaranteed Obligations, or of the Guarantor under the guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Holders may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that it as they may have against the Borrower Company or any other Person or against any collateral security or guarantee other guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Holders to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Company or any such other Person or to realize upon any such collateral security or guarantee other guaranty or to exercise any such right of offset, or any release of the Borrower Company or any such other Person or any such collateral security, guarantee other guaranty 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 or equitylaw, of the Administrative Agent against the Guarantor. This Guaranty 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 the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or Holders against any other person or securityGuarantor. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or the Lenders, any other Guaranteed Party upon this Guaranty or acceptance of this Guaranty; , the Guaranteed Obligations, and 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 Guaranty; and all dealings between any Borrower and any of the Borrower or the GuarantorGuarantors, on the one hand, and the Administrative Agent and the Lendersother Guaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the any Borrower or itself any of the Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard performance, to the maximum extent permitted by applicable law, and shall not be released, discharged or otherwise altered by (ia) the validity invalidity, irregularity, non-perfection or enforceability unenforceability of this the Credit Agreement, the any other Transaction DocumentsCredit Document or any Hedge 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 the Administrative Agent or the Lendersany other Guaranteed Party, (iib) any defense, set-off or counterclaim (other than a defense of payment or performancethat the Obligations have been paid and performed in full) which that may at any time be available to or be asserted by it a Borrower or the Borrower any other Guarantor against the Administrative Agent or any other Guaranteed Party whether in connection with the LendersCredit Documents or any unrelated transactions, (iiic) any release, impairment, non perfection or invalidity of any direct or indirect security for any obligation of a Borrower, any other Guarantor or any other Person, (d) any change in the corporate existence, structure or ownership of a Borrower, any other Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Borrower, any other Guarantor or any other Person or any of their properties or assets or any resulting release or discharge of any obligation of a Borrower, any other Guarantor or any other Person under any Credit Document, (e) any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by a Borrower, any other Guarantor or any other Person, or (f) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for any of the Guaranteed Obligations, or of the such Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent and any other Guaranteed Party may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the any 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 the Administrative Agent or any other Guaranteed Party to pursue such other rights or remedies or to collect any payments from the 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 the any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent and the other Guaranteed Parties against the such Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, Agent and the Lendersother Guaranteed Parties, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and under the Guaranteed Obligations of the Guarantor under this Guaranty Credit Documents shall have been satisfied by payment and performance in full, the Commitments shall be terminated), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Borrower Credit Parties may be free from any due and payable Obligations. . A Guarantor shall automatically be released from its obligations hereunder upon (bi) Without limiting a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the generality sale or disposition of all or substantially all the assets of such Guarantor (other than, in either case, to the Company or a Restricted Subsidiary), in each case, as permitted by the Credit Agreement, (ii) the designation in accordance with the Credit Agreement of the foregoingGuarantor as an Unrestricted Subsidiary or (iii) to the extent that such Guarantor is not an Immaterial Subsidiary due to operation of clause (a) of the definition of “Immaterial Subsidiary”, Guarantor hereby agreesupon the release of the guarantee referred to in such clause. In addition to any release permitted by the preceding sentence, acknowledges, and represents and warrants to the Administrative Agent and may release any Guarantor with the Lenders as follows: (i) To prior written consent of the extent permitted by lawRequired Lenders; provided that any release of all or substantially all the Guarantors shall require the consent of all the Lenders. In connection with any such release, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the Lenders, any claim preceding sentence of this Section 7 shall be without recourse to or defense based upon, an election of remedies warranty by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securityAgent. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor waives any The Guarantors understand and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agree that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, without regard to (ia) the validity validity, regularity or enforceability of this the Master Repurchase Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersBuyer, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent Buyer, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for Seller from the Guaranteed Obligations, or of the Guarantor under Guarantors from this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the GuarantorGuarantors, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor 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 or equitylaw, of the Administrative Agent Buyer against the GuarantorGuarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Guarantors and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersBuyer, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor Guarantors under this Guaranty shall have been satisfied by payment in fullfull and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, Master Repurchase Agreement the Borrower Seller may be free from any due Obligations. This Guaranty shall remain in full force and payable Obligations. (b) Without limiting the generality effect notwithstanding any assignment of the foregoing, Guarantor hereby agrees, acknowledges, Seller’s rights and represents and warrants obligations under the Master Repurchase Agreement to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securityaffiliate. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Seller or the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Borrower or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the PC Repurchase Agreement, the other Transaction DocumentsProgram Agreements, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it Seller against Buyer, or the Borrower against the Administrative Agent or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it they may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersBuyer, and their successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower PC Repurchase Agreement Seller may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against the Borrower Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of the Guarantor to proceed against the BorrowerSeller, against any other guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the financial condition status of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this the PC Repurchase Agreement and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future. (iv) Guarantor is not required to register as an “investment company” under the Investment Company Act of 1940, as amended from time to time. (c) Guarantor hereby covenants that it shall not merge, consolidate, amalgamate, liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided that Guarantor may merge or consolidate with (i) any wholly owned subsidiary of Guarantor, (ii) any other Person if Guarantor is the surviving entity, or (iii) with the prior written consent of the Administrative Agent, so long that, in each case, after giving effect thereto, no Default would exist hereunder.

Guaranty Absolute and Unconditional. The Guarantor agrees that its Guaranteed Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and the Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of: (a) Guarantor waives any and all notice of the creationAny illegality, renewal, extension invalidity or accrual unenforceability of any Guaranteed Obligation, the Credit Agreement, any other Loan Document or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Guaranteed Obligations and notice Obligations. (b) Any change in the time, place or manner of payment or proof performance of, or in any other term of reliance by the Administrative Agent or the Lenders, upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and or any rescission, waiver, release, assignment, amendment or other modification of themthe Credit Agreement or any other Loan Document. (c) Any taking, shall conclusively be deemed exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Guaranteed Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to have been createdall or part of the Guaranteed Obligations. (d) Any default, contracted failure or incurred delay, willful or otherwise, in reliance upon this Guaranty; and all dealings between the performance of the Guaranteed Obligations. (e) Any change, restructuring or termination of the corporate structure, ownership or existence of the Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Trust or any assets thereof or any resulting restructuring, release or discharge of any Guaranteed Obligations. (f) Any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower now or hereafter known to the Lender, the Guarantor waiving any duty of the Lender to disclose such information. (g) The failure of any other guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the Guarantor, on release or reduction of liability of the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had Guarantor or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default any other guarantor or nonpayment to or upon the Borrower or itself surety with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing. (h) Any delay or failure of or forbearance by the Lender in asserting any claim or demand or in exercising or enforcing any right or remedy, absolute and unconditional guarantee of payment and performance without regard to whether by action, inaction or omission, under the Credit Agreement, any other Loan Document or otherwise. (i) the validity or enforceability The existence of this Agreement, the other Transaction Documents, 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 the Administrative Agent or the Lenders, (ii) any defenseclaim, set-off off, counterclaim, recoupment or counterclaim other rights that the Guarantor or the Borrower may have against the Lender (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower against the Administrative Agent or the Lenders, (iii) any other circumstance whatsoever (whether in connection with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation, to pursue such rights and remedies that it may have against 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 the Administrative Agent to pursue such other rights or remedies or to collect any payments from 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 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 or equity, of the Administrative Agent against the Guarantor. This Guaranty 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 the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligationsother Loan Document or any other transaction. (bj) Without limiting the generality of the foregoingAny other circumstance (including, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenderswithout limitation, any claim statute of limitations), act, omission or defense based upon, an election manner of remedies administering the Credit Agreement or any other Loan Document or any existence of or reliance on any representation by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Lender that might vary the Borrower for reimbursement or contribution, and/or any other rights risk of the Guarantor to proceed against the Borroweror otherwise operate as a defense available to, or against any other person a legal or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited toequitable discharge of, the release of or revocation by any other guarantorGuarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor waives any understands and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agrees that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guarantee of the full and punctual payment and performance of the Guarantor Obligations (and not of their collectability only) without regard to (ia) the validity validity, regularity or enforceability of this Agreement, the Master Repurchase Agreement or any other Transaction DocumentsRepurchase Document, any of the Guaranteed Guarantee 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 Administrative Agent or the LendersBuyer, (iib) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it Seller against Buyer, or the Borrower against the Administrative Agent or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, Guarantor or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making a demand hereunder or pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to make a similar demand on Seller or pursue such rights rights, powers, privileges and remedies that as it may have against the Borrower 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 the Administrative Agent Buyer to make any such demand or pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligations or liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of law or equity, of Buyer against Guarantor. For the Administrative Agent against purposes hereof “demand” shall include the Guarantorcommencement and continuance of any legal proceedings. This Guaranty 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 the Administrative Agent, the LendersBuyer, and their successorsits successors and permitted indorsees, permitted endorsees, permitted transferees and permitted assigns, until all the Repurchase Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by performance and payment in fullfull and the Master Repurchase Agreement and the other Repurchase Documents shall have been terminated, notwithstanding that from time to time during the term of the Credit Master Repurchase Agreement, the Borrower Seller may be free from any due and payable Repurchase Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor waives any understands and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agrees that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guarantee of the full and punctual payment and performance of the Guarantor Obligations (and not of their collectability only) without regard to (ia) the validity validity, regularity or enforceability of this Agreement, the Master Repurchase Agreement or any other Transaction DocumentsRepurchase Document, any of the Guaranteed Guarantee 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 Administrative Agent or the LendersBuyer, (iib) any defense, set-off off, deduction, abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it any Seller against Buyer, or the Borrower against the Administrative Agent or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower any Seller for the Guaranteed Obligations, Guarantor or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making a demand hereunder or pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to make a similar demand on any Seller or pursue such rights rights, powers, privileges and remedies that as it may have against the Borrower such 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 the Administrative Agent Buyer to make any such demand or pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligations or liability hereunder, and shall not impair or affect the rights rights, powers, privileges and remedies, whether express, implied or available as a matter of law or equity, of Buyer against Guarantor. For the Administrative Agent against purposes hereof “demand” shall include the Guarantorcommencement and continuance of any legal proceedings. This Guaranty 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 the Administrative Agent, the LendersBuyer, and their successorsits successors and permitted indorsees, permitted endorsees, permitted transferees and permitted assigns, until all the Repurchase Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by performance and payment in fullfull and the Master Repurchase Agreement and the other Repurchase Documents shall have been terminated, notwithstanding that from time to time during the term of the Credit Master Repurchase Agreement, the Borrower Sellers may be free from any due and payable Repurchase Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Each Guarantor waives waives, to the maximum extent permitted by applicable law, 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 the Administrative Collateral Agent or any other Secured Creditor upon the Lenders, upon guaranty contained in this Guaranty Article II or acceptance of the guaranty contained in this GuarantyArticle II; each of the Guaranteed Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this GuarantyArticle II; and all dealings between the Borrower or and any of the Guarantorother Credit Parties, on the one hand, and the Administrative Collateral Agent and the Lendersother Secured Creditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this GuarantyArticle II. Each Guarantor waives waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrower or itself any of the other Credit Parties with respect to any of the Guaranteed Obligations. This Guaranty Each Guarantor understands and agrees, to the extent permitted by law, that the guaranty contained in this Article II shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard not of collection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses that it may have arising out of or in connection with any and all of the following: (ia) the validity or enforceability of this Agreement, the Credit Agreement or any other Transaction DocumentsCredit Document, any of the Guaranteed 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 the Administrative Collateral Agent or the Lendersany other Secured Creditor, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by it the Borrower or such Guarantor against the Collateral Agent or any other Secured Creditor, (c) any change in the time, place, manner or place of payment or any amendment, waiver or increase in any of the Obligations in accordance with the terms of the documentation evidencing the same, (d) any exchange, taking, or release of Collateral, (e) any change in the structure or existence of any of the Borrower or any of its Subsidiaries (except in connection with any release permitted by Section 7.13 hereof or any other liquidation, merger or dissolution permitted by the Credit Agreement), (f) any application of Collateral to any of the Obligations (except to the extent the same constitutes, subject to Section 2.04, a discharge and satisfaction of the Obligations), (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the Borrower against rights of the Administrative Collateral Agent or any other Secured Creditor with respect thereto, including, without limitation: (i) the Lendersapplication of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower or any other Credit Party of any assets or their use, or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Obligations (other than inchoate indemnity obligations) guaranteed by it hereunder) (with or without notice to or knowledge of the Borrower or the Guarantorany other Credit Party) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Credit Party for the Guaranteed its Obligations, or of the such Guarantor under the guaranty contained in this GuarantyArticle II, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Collateral Agent or any other Secured Creditor may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor 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 the Borrower Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Collateral Agent or any other Secured Creditor against the any Guarantor. This Guaranty 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 the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligationslegal proceedings. (b) Without Each Guarantor hereby acknowledges and affirms that it understands that to the extent the Obligations are secured by Real Property located in the State of California, such Guarantor shall be liable for the full amount of the liability hereunder notwithstanding foreclosure on such Real Property by trustee sale or any other reason impairing such Guarantor’s or any Secured Creditors’ right to proceed against any Borrower, any other Guaranteed Party or any other guarantor of the Obligations. (c) Each Guarantor hereby waives (to the fullest extent permitted by applicable law) all rights and benefits under Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives (to the fullest extent permitted by applicable law), without limiting the generality of the foregoingforegoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor hereby agreesunder Sections 2809, acknowledges2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and represents and warrants to 3433 of the Administrative Agent and the Lenders as follows:California Civil Code. (id) To Until the extent permitted by lawObligations (other than inchoate indemnity obligations) have been paid in full in cash, each Guarantor hereby waives its rights of subrogation and reimbursement and any defense arising other rights and defenses available to such Guarantor by reason ofof Sections 2787 to 2855, and inclusive, of the California Civil Code, including, without limitation, (1) any and all right defenses such Guarantor may have to assert against the Administrative Agent or the Lenders, any claim or defense based upon, this Guaranty by reason of an election of remedies by the Administrative Agent which in Secured Creditors and (2) any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights or defenses such Guarantor may have by reason of protection afforded to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person Guaranteed Party pursuant to the Administrative Agentantideficiency or other laws of California limiting or discharging such Borrower’s or such other Guaranteed Party’s indebtedness, now including, without limitation, Section 580a, 580b, 580d or at 726 of the California Code of Civil Procedure. In furtherance of such provisions, each Guarantor hereby waives all rights and defenses arising out of an election of remedies by the Secured Creditors, even though that election of remedies, such as a non-judicial foreclosure, destroys such Guarantor’s rights of subrogation and reimbursement against any time and from time to time in Borrower or any other Guaranteed Party by the futureoperation of Section 580d of the California Code of Civil Procedure or otherwise.

Guaranty Absolute and Unconditional. (a) The Guarantor waives any understands and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agrees that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Sellers of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from any Seller, without regard to (ia) the validity validity, regularity or enforceability of this the Master Repurchase Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersBuyer, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower any Seller against the Administrative Agent Buyer, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for Sellers from the Guaranteed Obligations, or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower Sellers or any other Person or against any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower any 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersBuyer, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Master Repurchase Agreement, the Borrower Sellers may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; , 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 Guaranty; and all dealings between the Borrower or Seller and the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. . (b) Guarantor hereby expressly waives all set‑offs and counterclaims and all diligence, presentmentpresentments, demands for payment, demands for performance, notices of nonpayment or nonperformance, protests, notices of protest, demand for payment and notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon Seller or the Borrower Guarantor, surrender or itself with respect other handling or disposition of assets subject to the Guaranteed Obligations. This Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind. (c) Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the Repurchase Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off set‑off or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent Buyer, or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller from the Borrower for the Guaranteed Obligations, or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance or instance. (ivd) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. . (e) This Guaranty 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 the Administrative Agent, the LendersBuyer, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower prior thereto Seller may be free from any due and payable Obligations. (bf) Without limiting the generality of the foregoingGuarantor waives, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the fullest extent permitted by applicable law, Guarantor hereby waives any defense arising all defenses of surety to which it may be entitled by reason of, and any and all right to assert against the Administrative Agent statute or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securityotherwise. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Seller Parties or the Guarantor, on the one hand, and the Administrative Agent and the Lenderson behalf of Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Seller Parties or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the Repurchase Agreement, the other Transaction DocumentsProgram Agreements, 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 the Administrative Agent or the LendersAgent, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller Parties against the Administrative Agent or the LendersBuyers, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller Parties or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller Parties for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation, to pursue such rights and remedies that it they may have against the Borrower Seller Parties 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 the Administrative Agent to pursue such other rights or remedies or to collect any payments from the Borrower Seller Parties 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 the Borrower Seller Parties 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 or equitylaw, of the Administrative Agent on behalf of Buyers against the Guarantor. This Guaranty 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 their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenders, Buyers and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, Repurchase Agreement the Borrower Seller Parties may be free from any due and payable Obligations.. LEGAL02/36936773v5 (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyers as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower Seller Parties or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerSeller Parties, against any other guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller Parties and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller Parties’ financial condition condition, the status of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Absent a written request for such information by the Guarantor to the Administrative Agent, Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this the Repurchase Agreement and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to the Administrative Agent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Seller Parties or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor hereby 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 the Administrative Agent or Holder upon the Lenders, upon guaranty contained in this Guaranty Section 2 or acceptance of the guaranty contained in this GuarantySection 2; 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 the guaranty contained in this GuarantySection 2; and all dealings between the Borrower or the Purchaser and Éclat and Guarantor, on the one hand, and the Administrative Agent and the LendersHolder, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this GuarantySection 2. Guarantor waives hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Purchaser or itself Éclat or Guarantor with respect to the Guaranteed Obligations. This Guaranty Guarantor understands that the guaranty contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity or enforceability of this the Note Agreement, the other Transaction DocumentsSecurity Agreements and the Interest Agreement, any of the Guaranteed Obligations or any collateral security therefor or guarantee other guaranty or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or the LendersHolder, (iib) any defense, set-off or counterclaim (other than a defense of actual payment or performanceand performance of all Obligations) which may at any time be available to or be asserted by it the Purchaser or the Borrower Éclat or any other Person against the Administrative Agent Holder, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Purchaser or Éclat for the Guaranteed Obligations, or of the Guarantor under the guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Holder may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that it as they may have against the Borrower Purchaser or Éclat or any other Person or against any collateral security or guarantee other guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Holder to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Purchaser or Éclat or any such other Person or to realize upon any such collateral security or guarantee other guaranty or to exercise any such right of offset, or any release of the Borrower Purchaser or Éclat or any such other Person or any such collateral security, guarantee other guaranty 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 or equitylaw, of the Administrative Agent Holder against the Guarantor. This Guaranty 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 the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations The obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that are principal and independent obligations from time to time during the term obligations of the Credit parties to the Note Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited toSecurity Agreements, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Interest Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor agreement. Therefore, the Guarantor cannot, in order to delay or Person to avoid the Administrative Agentunconditional and immediate performance of its obligations under this Guaranty, now invoke any defense or at exception relating to or resulting from any time current or future relationships (including legal relationships) nor any contentious or non-contentious claims, between the Purchaser and from time to time in the futureHolder or any other third party, or any other challenge or the Purchaser or of a third party.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, any Lender upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower or and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity or enforceability of this the Interim Term Loan Agreement, the other Transaction Documents, any of the Guaranteed 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 the Administrative Agent or the Lendersany Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the they Borrower against the Administrative Agent or the Lendersany Lender, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed its Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower or any such other Person or of any such collateral security, guarantee guaranty 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 or equitylaw, of the Administrative Agent or any Lender against the GuarantorBorrower. This Guaranty 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 the Administrative Agent, Agent and the Lenders, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations occurrence of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligationsa Termination Event. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations Lender Indebtedness and notice of or proof of reliance by the Administrative Agent or any other Lender upon the Lenders, upon guaranty contained in this Guaranty Article 2 or acceptance of the guaranty contained in this GuarantyArticle 2; the Guaranteed ObligationsLender Indebtedness, 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 guaranty contained in this GuarantyArticle 2; and all dealings between the Borrower or the and such Guarantor, on the one hand, and the Administrative Agent and any of the Lenders, or any Secured Affiliate, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this GuarantyArticle 2. Each Guarantor waives diligence, presentment, protest, demand for payment payment, notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon the Borrower or itself such Guarantor with respect to the Guaranteed ObligationsLender Indebtedness. This Guaranty Each Guarantor understands and agrees that the guaranty contained in this Article 2 shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity or enforceability of this Agreement, the Credit Agreement or any other Transaction DocumentsFinancing Document, any of the Guaranteed Obligations Lender Indebtedness 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 the Administrative Agent or the Lendersany other Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it Borrower, any other Guarantor, any other Obligated Party or the Borrower any other Person against the Administrative Agent Agent, any Lender, or the Lendersany Secured Affiliate, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrower, any other Guarantor or the Obligated Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of the such Guarantor under the guaranty contained in this GuarantyArticle 2, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent Agent, any Lender, or any Secured Affiliate may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that as it may have against the Borrower any other Grantor, any other Guarantor or Obligated Party, or any other Person Person, or against any collateral security or guarantee guaranty for the Guaranteed Obligations Lender Indebtedness or any right of offset with respect thereto, and any failure by the Administrative Agent Agent, any Lender, or any Secured Affiliate to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any Guarantor, any other Obligated Party, or any such other Person Person, or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Borrower Borrower, any Guarantor, any other Obligated Party, or any such other Person Person, or any such collateral security, guarantee guaranty or right of offset, shall not relieve the such 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 or equitylaw, of the Administrative Agent against the Guarantor. This Guaranty 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 the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerLender, or any Secured Affiliate against any other person or security. (ii) Guarantor is presently informed of such Guarantor. For the financial condition of purposes hereof, “demand” shall include the Borrower commencement and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the futurelegal proceedings.

Guaranty Absolute and Unconditional. (a) Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or the Lenders, any other Guaranteed Party upon this Guaranty or acceptance of this Guaranty; , the Guaranteed Obligations, and 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 Guaranty; and all dealings between any Borrower and any of the Borrower or the GuarantorGuarantors, on the one hand, and the Administrative Agent and the Lendersother Guaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the any Borrower or itself any of the Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard performance, to the maximum extent permitted by applicable law, and shall not be released, discharged or otherwise altered by (ia) the validity invalidity, irregularity, non-perfection or enforceability unenforceability of this the Credit Agreement, the any other Transaction DocumentsCredit Document or any Hedge 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 the Administrative Agent or the Lendersany other Guaranteed Party, (iib) any defense, set-off or counterclaim (other than a defense of payment or performancethat the Obligations have been paid and performed in full) which that may at any time be available to or be asserted by it a Borrower or the Borrower any other Guarantor against the Administrative Agent or any other Guaranteed Party whether in connection with the LendersCredit Documents or any unrelated transactions, (iiic) any release, impairment, non perfection or invalidity of any direct or indirect security for any obligation of a Borrower, any other Guarantor or any other Person, (d) any change in the corporate existence, structure or ownership of a Borrower, any other Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Borrower, any other Guarantor or any other Person or any of their properties or assets or any resulting release or discharge of any obligation of a Borrower, any other Guarantor or any other Person under any Credit Document, (e) any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by a Borrower, any other Guarantor or any other Person, or (f) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for any of the Guaranteed Obligations, or of the such Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent and any other Guaranteed Party may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the any 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 the Administrative Agent or any other Guaranteed Party to pursue such other rights or remedies or to collect any payments from the 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 the any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent and the other Guaranteed Parties against the such Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, Agent and the Lendersother Guaranteed Parties, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and under the Guaranteed Obligations of the Guarantor under this Guaranty Credit Documents shall have been satisfied by payment and performance in full, the Commitments shall be terminated), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Borrower Credit Parties may be free from any due and payable Obligations. . A Guarantor shall automatically be released from its obligations hereunder upon (bi) Without limiting a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the generality sale or disposition of all or substantially all the assets of such Guarantor (other than, in either case, to the Company or a Restricted Subsidiary), in each case, as permitted by the Credit Agreement, (ii) the designation in accordance with the Credit Agreement of the foregoingGuarantor as an Unrestricted Subsidiary or Immaterial Subsidiary or (iii) to the extent that such Guarantor is not an Immaterial Subsidiary due to operation of the proviso to the definition of “Immaterial Subsidiary”, upon the release of the guarantee referred to in such proviso that resulted in the Guarantor hereby agreesnot being an Immaterial Subsidiary. In addition to any release permitted by the preceding sentence, acknowledges, and represents and warrants to the Administrative Agent and may release any Guarantor with the Lenders as follows: (i) To prior written consent of the extent permitted by lawRequired Lenders; provided that any release of all or substantially all the Guarantors shall require the consent of all the Lenders. In connection with any such release, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the Lenders, any claim preceding sentence of this Section 7 shall be without recourse to or defense based upon, an election of remedies warranty by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securityAgent. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Except as otherwise set forth in Section 2 hereof, 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Seller or the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Except as otherwise set forth in Section 2 hereof, Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Seller or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the Repurchase Agreement, the other Transaction DocumentsProgram Agreements, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent Buyer, or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defenseinstance. Except as otherwise set forth in Section 2 hereof, set-off or counterclaim of a guarantor or a surety. When when pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it they may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersBuyer, and their successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, Repurchase Agreement the Borrower Seller may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerSeller, against any other guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition condition, the status of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this the Repurchase Agreement and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) The Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Operative Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of any Beneficiary with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations or any other obligations of any other party, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether the Owner Participant or any other party is joined in any such action or actions. 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 the Administrative Agent or the Lenders, any Beneficiary upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Owner Participant or the Guarantor, on the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives waives, to the fullest extent permitted by applicable law, diligence, presentment, promptness, protest, mitigation of damages by the Beneficiaries demand for payment and notice of default or nonpayment to or upon the Borrower Owner Participant or itself the Guarantor with respect to the Guaranteed Obligations. This The Guarantor further waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future. The Guarantor understands and agrees that, to the fullest extent permitted by applicable law, this Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance (and not merely of collectibility) without regard to to: (ia) the validity validity, regularity or enforceability of this any Operative Agreement, the other Transaction Documents, or 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 the Administrative Agent or the Lenders, any Beneficiary; (iib) any defense, set-off off, rebate, adjustment, withholding, deduction or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by it the Owner Participant against any Beneficiary or any agreement or instrument relating thereto or; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations or any other obligations of any other party under the Operative Agreements, or any other amendment or waiver of or any consent to departure from the other Operative Agreements; (d) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; (e) any change, restructuring or termination of the corporate structure or existence of the Guarantor or the Borrower against Owner Participant or any of the Administrative Agent Affiliates of either; (f) any defect in the title, condition, design, operation or fitness of, or any interference with the Lendersoperation, use or possession of, the Aircraft; (iiig) any failure to establish, perfect or preserve title to or any security interest in or to the Aircraft or any other collateral security for the Obligations; or (h) any other circumstance whatsoever (with or without notice to any existence of or knowledge of the Borrower or the Guarantor) which constitutesreliance on any representation by any Beneficiary that might otherwise constitute a defense available to, or might be construed to constitutea discharge of, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower or any other Person or against any collateral security or guarantee Owner Participant for the Guaranteed Obligations or any right of offset with respect theretoObligations, and any failure by the Administrative Agent any Beneficiary to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetOwner Participant, or any release of the Borrower or any such other Person or any such collateral security, guarantee or right of offsetOwner Participant, shall not not, to the fullest extent permitted by applicable law, 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 or equitylaw, of the Administrative Agent any Beneficiary against the Guarantor. This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (x) the date that all of the Obligations are satisfied by payment and performance in full and (y) the date that all right, title and interest of the Owner Participant shall have been transferred to a Person meeting the requirements of Section 7.03(d) of the Participation Agreement in accordance with said section; provided that this Guaranty shall remain in full force and effect and be binding in accordance with and respect to obligations relating to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure period prior to the benefit of the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligationssuch transfer. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) The Guarantor waives any understands and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, upon agrees that this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Sellers of the Obligations and not of their collectibility only, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from any Seller, without regard to (ia) the validity validity, regularity or enforceability of this the Master Repurchase Agreement, the other Transaction Documents, 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 the Administrative Agent or the LendersBuyer, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower any Seller against the Administrative Agent Buyer, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for Sellers from the Guaranteed Obligations, or of the Guarantor under from this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower Sellers or any other Person or against any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower any 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersBuyer, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in fullfull and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, Master Repurchase Agreement the Borrower Sellers may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, any Lender upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower or any Subsidiary Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any Subsidiary Borrower or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity or enforceability of this the Credit Agreement, the other Transaction Documents, any of the Guaranteed 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 the Administrative Agent or the Lendersany Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it they Borrower or the any Subsidiary Borrower against the Administrative Agent or the Lendersany Lender, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, such Subsidiary Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or such Subsidiary Borrower for the Guaranteed its Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower, any Subsidiary Borrower or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower 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 the Borrower, such Subsidiary Borrower or any such other Person or of any such collateral security, guarantee guaranty 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 or equitylaw, of the Administrative Agent or any Lender against the GuarantorBorrower or such Subsidiary Borrower. This Guaranty 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 the Administrative Agent, Agent and the Lenders, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations occurrence of the Guarantor under this Guaranty shall have been satisfied by payment in fulla Termination Event, notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Borrower and Subsidiary Borrowers may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Lender upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the GuarantorGuarantors, on the one hand, and the Administrative Agent and the LendersLender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor , waives notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, protestnotice of dishonor, protest and demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Obligationspayment. This Guaranty is and shall be construed as a continuing, absolute and unconditional guarantee Guaranty of payment and performance without regard to (ia) the validity or enforceability of this the Purchase Agreement, the Notes, any of the other Transaction Documents, any of the Guaranteed Obligations or any collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by or for the Administrative Agent or benefit of the LendersLender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower against the Administrative Agent Lender, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of the Guarantor Guarantors under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim instance. This Guaranty is intended to be a surety of a guarantor or a suretyeach Guarantor on behalf of Lender. When the Lender is pursuing its rights and remedies hereunder against the GuarantorGuarantors, the Administrative Agent Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Lender to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower or any such other Person or of any such collateral security, guarantee Guaranty or right of offset, shall not relieve the Guarantor Guarantors of any joint and several liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law or equitylaw, of the Administrative Agent Lender against the Guarantor. This Guaranty 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 the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable ObligationsGuarantors. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor Each Guarantor, to the fullest extent permitted by Applicable Law, waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and Obligations, notice of or proof of reliance by the Administrative Agent or the Lenders, any Secured Party upon this Guaranty or Guaranty, and notice of acceptance of this Guaranty; the Guaranteed . 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 Guaranty; Guaranty and all dealings between the Borrower or Borrowers and any of the GuarantorGuarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor . (b) Each Guarantor, to the fullest extent permitted by Applicable Law, waives diligence, presentment, protest, demand for payment payment, dishonor, and notice of default or nonpayment to or upon the any Borrower or itself any of the Guarantors with respect to the Obligations, notice of any kind to which such Guarantor may be entitled, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from any of its Guaranteed Obligations. This . (c) Each Guarantor waives, to the fullest extent permitted by Applicable Law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) this Guaranty or any of its obligations hereunder. (d) Each Guarantor understands and agrees that, to the fullest extent permitted by Applicable Law, this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this Agreement, the Loan Agreement or any other Transaction DocumentsLoan Document, any of the Guaranteed 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 the Administrative Agent or the Lendersany Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it each Borrower, any other Guarantor or any other Person against any Secured Party (other than the Borrower against the Administrative Agent defense of payment in full), or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the each Borrower for the Guaranteed with respect to any Obligations, or of the such Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent any Secured Party may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that as it may have against the Borrower any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower any Borrower, any other Guarantor 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 the Borrower any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent any Secured Party against the any Guarantor. This For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings. (e) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the documents evidencing such Guaranteed Obligations, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any other Secured Party with respect thereto. To the extent permitted by Applicable Law, the liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and 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 thereofwithout regard to, and shall inure to the benefit of the Administrative Agentnot be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the Lendersfollowing (whether or not such Guarantor consents thereto or has notice thereof), and their successorseach Guarantor hereby irrevocably waives any defenses (other than, permitted endorseesin each case, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations defense of the Guarantor under this Guaranty shall have been satisfied by payment in full) it may now have or hereafter acquire in any way relating to, notwithstanding that from time to time during the term any or all of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as followsfollowing: (i) To (x) any change in the extent permitted by lawamount, Guarantor hereby waives interest rate, due date or other term of all or any defense arising by reason portion of the Guaranteed Obligations, (y) any change in the time, place or manner of payment of all or any portion of the Guaranteed Obligations, or (z) any amendment, release, consent to the departure from, or other indulgence with respect to, or any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, and the Loan Agreement, any and of the other Loan Documents or any other documents, instruments or agreements relating to all right or any portion of the Guaranteed Obligations or any other instrument or agreement referred to assert against therein or evidencing all or any portion of the Administrative Guaranteed Obligations or any assignment or transfer of any of the foregoing; (ii) any lack of validity or enforceability of the Loan Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing all or any portion of the Guaranteed Obligations or any assignment or transfer of any of the foregoing; (iii) any furnishing to the Collateral Agent or any other Secured Party of any security for all or any portion of the LendersGuaranteed Obligations, or any sale, exchange, release or surrender of, or realization on, any claim collateral securing all or defense based uponany portion of the Guaranteed Obligations unless resulting in the payment in full of the Guaranteed Obligations; (iv) any settlement or compromise of all or any portion of the Guaranteed Obligations (unless resulting in payment in full of the Guaranteed Obligations), an election any security therefor, or any liability of remedies any other party with respect to all or any portion of the Guaranteed Obligations, or any subordination of the payment of all or any portion of the Guaranteed Obligations to the payment of any other liability of any Borrower or any other Loan Party; (v) any Insolvency Proceeding relating to such Guarantor, any Borrower, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by the Administrative Agent which any trustee or receiver, or by any court, in any manner impairssuch Insolvency Proceeding; (vi) any act or failure to act by any Borrower, affects, reduces, releases, destroys and/or extinguishes any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, rights if any, against any Borrower to proceed against the Borrower for reimbursement recover payments made under this Guaranty; (vii) any release, amendment or contribution, and/or any other rights of the Guarantor to proceed against the Borrowerwaiver of, or against consent to any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and departure from, any guaranty of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment or any portion of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed ; (viii) any pledge, exchange, release or non-perfection or impairment of any security interest or other Lien on any Collateral or other collateral securing in any way all or any portion of the financial condition Guaranteed Obligations; (ix) any application of the sums paid by any Borrower, any other Guarantor or any other Person with respect to the liabilities of all each Borrower to the Collateral Agent or any other circumstances Secured Party, regardless of what liabilities of each Borrower remain unpaid; (x) any defect, limitation or insufficiency in the borrowing power of any Borrower or any Guarantor or in the exercise thereof; (xi) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect of this Agreement, the Loan Agreement or any other Loan Document; or (xii) any other circumstance which bear upon the risk of nonpayment and that it will continue to rely upon sources might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than the Administrative Agent payment in full in cash and performance in full of the Lenders for such information and will not rely upon Obligations (other than Unasserted Contingent Obligations)), including the failure by Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, Secured Party to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection provide copies of any Liens or security interests of notice delivered to any kind or nature granted by the Borrower or any other guarantor or Person to Guarantor in accordance with the Administrative Agent, now or at terms of any time and from time to time in of the futureLoan Documents.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Buyer upon this Limited Guaranty or acceptance of this Limited Guaranty; , 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 Limited Guaranty; and all dealings between the Borrower or the Seller and Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guaranty. . (b) Except as otherwise expressly provided herein or in the Facility Documents, Guarantor hereby expressly waives all set-offs and counterclaims and all diligence, presentmentpresentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, demand for payment and notices of dishonor, notices of acceptance of this Limited Guaranty, notices of sale, notice of default or nonpayment to or upon the Borrower Seller or itself with respect Guarantor, surrender or other handling or disposition of assets subject to the Guaranteed Obligations. This Repurchase Agreement, any requirement that Buyer exhaust any right, power or remedy or take any action against Seller or against any assets subject to the Repurchase Agreement, and other formalities of any kind. (c) Guarantor understands and agrees that this Limited Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity validity, regularity or enforceability of this the Repurchase Agreement, the other Transaction Documents, any of the Obligations, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it Seller against Buyer, or the Borrower against the Administrative Agent or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller from the Borrower for the Guaranteed Obligations, or of the Guarantor under from this Limited Guaranty, in bankruptcy or in any other instance or instance. (ivd) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. . (e) This Limited Guaranty 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 the Administrative Agent, the LendersBuyer, and their its successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Limited Guaranty shall have been satisfied by payment in fullfull and the Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower prior thereto Seller may be free from any due and payable Obligations. (bf) Without limiting the generality of the foregoingGuarantor waives, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the fullest extent permitted by applicable law, Guarantor hereby waives any defense arising all defenses of surety to which it may be entitled by reason of, and any and all right to assert against the Administrative Agent statute or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securityotherwise. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guaranty 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower Seller or the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Seller or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity validity, regularity or enforceability of this Agreement, the other Transaction Documentsany Program 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent or the LendersBuyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guaranty or (iv) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, Obligations or of the Guarantor under this Guaranty, in bankruptcy or in any other instance instance, other than a defense of payment or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyperformance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it Buyer may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersBuyer, and their its permitted successors, permitted endorsees, permitted transferees and permitted assigns, until all the Guaranteed Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been terminated, discharged or satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower Program Documents Seller may be free from any due and payable Obligationsobligations under the Repurchase Agreement. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower Seller, or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerSeller or against any other guarantor, or against any other person Person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about Seller’s financial condition, the status of the financial condition of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its the right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement the Program Documents and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to Buyer, Guarantor is not in any manner relying upon any other Person’s determination of the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Each Guarantor waives any and all notice of waives, to the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance extent permitted by the Administrative Agent or the Lenders, upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligencelaw, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself any of the Guarantors with respect to the Guaranteed ObligationsOutstanding Amount. This Guaranty Each Guarantor understands and agrees that the guaranty contained in this Section 1 shall be construed as a continuing, an absolute and unconditional guarantee guaranty of payment and performance without regard to (i) the validity or enforceability of this Agreement, the other Transaction Documents, 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 the Administrative Agent or the Lenders, (ii) any defense, set-off or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by it or the Borrower against the Administrative Agent or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyperson against the Lender. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent Lender may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that as it may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Obligations Outstanding Amount or any right of offset with respect thereto, and any failure by the Administrative Agent Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor 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 the Borrower Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent Lender against the any Guarantor. This Guaranty No election to proceed in one form of action or against any party, or on any obligation shall remain constitute a waiver of any Lender’s right to proceed in full force and effect and be binding in accordance with and any other form of action or against any Guarantor or any other Person, or diminish the liability of any Guarantor, or affect the right of such Lender to proceed against any Guarantor for any deficiency, except to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied such Lxxxxx realizes payment by payment in fullsuch action, notwithstanding that from time to time during the term effect of the Credit Agreement, the Borrower may be free from such action upon any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rightsrights of subrogation, rights to proceed against the Borrower for reimbursement or contributionindemnity, and/or any other rights of the Guarantor to proceed if any, against the Borrower, any other Guarantor or against any other Person. Each Guarantor further agrees that, subject to the Lender giving prior written notice to each Guarantor, from time to time: (a) increase or decrease the principal amount of the Outstanding Amount and additional indebtedness or obligations of the Borrower under the Loan Documents (b) extend or change the time, manner, place or terms of any payment under any Loan Document, including by an increase or decrease in the Origination Fee on any Outstanding Amount or any fee or other amount payable under such Loan Document, in each case, by an amendment, modification or renewal of any Loan Document or other writing; (c) extend the time for the Borrower’s performance of or compliance with any term, covenant or agreement on Borrowers’ part to be performed or observed under any Loan Document, or waive such performance or compliance, or consent to the failure in or departure from such performance, all in such manner and upon such terms as the Lender may deem proper; or (d) release, surrender, exchange, compromise or settle the obligations guaranteed hereunder or any portion thereof, (e) sell, release, surrender, exchange or compromise any security held by Lxxxxx for any of the obligations guaranteed hereunder, (f) discharge or release, in whole or in part, any Guarantor or any other person liable for the payment and performance of all or security. (ii) Guarantor is presently informed any part of the financial condition Outstanding Amount, and (g) permit, consent to, or take any action, in each case (a) through (f), as the Lender deems necessary or advisable, in its sole discretion, and without impairing, abridging, releasing or affecting the liability of the Borrower Guarantors for the full payment and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment performance of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantorobligations guaranteed hereunder. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Sellers or the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Sellers or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the Repurchase Agreement, the other Transaction DocumentsProgram Agreements, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower any Seller against the Administrative Agent Buyer, or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower any Seller for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it they may have against the Borrower any 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower each 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 the Administrative Agent, the LendersBuyer, and their successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, Repurchase Agreement the Borrower Sellers may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower any Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrowerany Seller, against any other guarantor, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Sellers and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of each Seller’s financial condition, the financial condition status of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this the Repurchase Agreement and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to the Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Sellers or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or the Lenders, any other Guaranteed Party upon this Guaranty or acceptance of this Guaranty; , the Guaranteed Obligations, and 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 Guaranty; and all dealings between any Borrower and any of the Borrower or the GuarantorGuarantors, on the one hand, and the Administrative Agent and the Lendersother Guaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the any Borrower or itself any of the Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard performance, to the maximum extent permitted by applicable law, and shall not be released, discharged or otherwise altered by (ia) the validity invalidity, irregularity, non-perfection or enforceability unenforceability of this the Credit Agreement, the any other Transaction DocumentsCredit Document, any Letter of Credit or any Hedge 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 the Administrative Agent or the Lendersany other Guaranteed Party, (iib) any defense, set-off or counterclaim (other than a defense of payment or performancethat the Obligations have been paid and performed in full) which that may at any time be available to or be asserted by it a Borrower or the Borrower any other Guarantor against the Administrative Agent or any other Guaranteed Party whether in connection with the LendersCredit Documents or any unrelated transactions, (iiic) any release, impairment, non perfection or invalidity of any direct or indirect security for any obligation of a Borrower, any other Guarantor or any other Person, (d) any change in the corporate existence, structure or ownership of a Borrower, any other Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Borrower, any other Guarantor or any other Person or any of their properties or assets or any resulting release or discharge of any obligation of a Borrower, any other Guarantor or any other Person under any Credit Document, (e) any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by a Borrower, any other Guarantor or any other Person, or (f) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for any of the Guaranteed Obligations, or of the such Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent and any other Guaranteed Party may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the any 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 the Administrative Agent or any other Guaranteed Party to pursue such other rights or remedies or to collect any payments from the 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 the any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent and the other Guaranteed Parties against the such Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, Agent and the Lendersother Guaranteed Parties, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and under the Guaranteed Obligations of the Guarantor under this Guaranty Credit Documents shall have been satisfied by payment and performance in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (other than any Letters of Credit that shall have been cash collateralized or otherwise provided for in a manner satisfactory to the Letter of Credit Issuer in respect thereof), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Borrower Credit Parties may be free from any due and payable Obligations. . A Guarantor shall automatically be released from its obligations hereunder upon (bi) Without limiting a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the generality sale or disposition of all or substantially all the assets of such Guarantor (other than, in either case, to the Company or a Restricted Subsidiary), in each case, as permitted by the Credit Agreement, (ii) the designation in accordance with the Credit Agreement of the foregoingGuarantor as an Unrestricted Subsidiary or Immaterial Subsidiary or (iii) to the extent that such Guarantor is not an Immaterial Subsidiary due to operation of the proviso to the definition of “Immaterial Subsidiary”, upon the release of the guarantee referred to in such proviso that resulted in the Guarantor hereby agreesnot being an Immaterial Subsidiary. In addition to any release permitted by the preceding sentence, acknowledges, and represents and warrants to the Administrative Agent and may release any Guarantor with the Lenders as follows: (i) To prior written consent of the extent permitted by lawRequired Lenders; provided that any release of all or substantially all the Guarantors shall require the consent of all the Lenders. In connection with any such release, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the Lenders, any claim preceding sentence of this Section 7 shall be without recourse to or defense based upon, an election of remedies warranty by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or securityAgent. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, any Lender upon this Guaranty or acceptance of the Guaranty under this Guaranty; Section 9, the Guaranteed Subsidiary 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 the Guaranty under this Guaranty; Section 9 and all dealings between any Subsidiary Borrower and the Borrower or the GuarantorBorrower, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty under this GuarantySection 9. Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Subsidiary Borrower or the Borrower or itself with respect to the Guaranteed Subsidiary Borrower Obligations. This The Guaranty under this Section 9 shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (ia) the validity or enforceability of this Agreement, the other Transaction Documents, any of the Guaranteed Subsidiary Borrower 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 the Administrative Agent or the Lendersany Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the any Subsidiary Borrower against the Administrative Agent or the Lendersany Lender, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the such Subsidiary Borrower or the GuarantorBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Subsidiary Borrower for the Guaranteed its Subsidiary Borrower Obligations, or of the Guarantor Borrower under the guaranty under this GuarantySection 9, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the GuarantorBorrower, the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the any Subsidiary Borrower or any other Person or against any collateral security or guarantee guaranty for the Guaranteed Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the any Subsidiary Borrower 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 the Subsidiary Borrower or any such other Person or of any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantor Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law or equitylaw, of the Administrative Agent or any Lender against the Guarantorsuch Subsidiary Borrower. This The Guaranty under this Section 9 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Borrower and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, Agent and the Lenders, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Subsidiary Borrower Obligations and the Guaranteed Obligations obligations of the Guarantor Borrower under the Guaranty under this Guaranty Section 9 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 Credit Agreement, the this Agreement any Subsidiary Borrower may be free from any due and payable Subsidiary Borrower Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Seller Parties or the GuarantorGuarantors, on the one hand, and the Administrative Agent and the Lenderson behalf of Buyers, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Seller Parties or itself Guarantors with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the Repurchase Agreement, the other Transaction DocumentsProgram Agreements, 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 the Administrative Agent or the LendersAgent, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller Parties against the Administrative Agent or the LendersBuyers, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller Parties or the GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller Parties for the Guaranteed Obligations, or of the any Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the either Guarantor, the Administrative Agent may, but shall be under no obligation, to pursue such rights and remedies that it they may have against the Borrower Seller Parties 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 the Administrative Agent to pursue such other rights or remedies or to collect any payments from the Borrower Seller Parties 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 the Borrower Seller Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent on behalf of Buyers against the either Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor Guarantors and its their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenders, Buyers and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor Guarantors under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, Repurchase Agreement the Borrower Seller Parties may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, each Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyers as follows: (i) To the extent permitted by law, Such Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against the Borrower Seller Parties or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor Guarantors to proceed against the BorrowerSeller Parties, against any other guarantor, or against any other person or security. (ii) Such Guarantor is presently informed of the financial condition of the Borrower Seller Parties and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Such Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of each Seller Party’s financial condition, the financial condition status of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Absent a written request for such information by such Guarantor to the Administrative Agent, such Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to such Guarantor any information which they the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Such Guarantor has independently reviewed this the Repurchase Agreement and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to the Administrative Agent, such Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Seller Parties or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Seller or the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Seller or itself the Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of this the PMH Repurchase Agreement, the other Transaction PMH Documents, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent Buyer, or the Lenders, (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it they may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the LendersBuyer, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, PMH Repurchase Agreement the Borrower Seller may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, the Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the Guarantor’s (x) subrogation rights, (y) rights to proceed against the Borrower Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of the Guarantor to proceed against the BorrowerSeller, against any other guarantor, or against any other person or security. (ii) The Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition condition, the status of the Borrowerother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by the Guarantor to the Buyer, the Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to the Guarantor any information which they the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) The Guarantor has independently reviewed this the PMH Repurchase Agreement and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to the Buyer, the Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower’s Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, any Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty; , the Guaranteed Borrower’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 Guaranty; and all . All dealings between the Borrower or and the Guarantor, on the one hand, and the Administrative Agent and the LendersGuaranteed Creditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself with respect to the Guaranteed Borrower’s Obligations. This The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ia) the validity validity, regularity or enforceability of this the Credit Agreement, the any Note or any other Transaction DocumentsLoan Document, any of the Guaranteed Borrower’s 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 the Administrative Agent or the Lendersany Guaranteed Creditor, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower against the Administrative Agent or the Lendersany Guaranteed Creditor, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Borrower’s Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Guaranteed Creditor may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Borrower’s Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from 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 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 or equitylaw, of the Administrative Agent and the Guaranteed Creditors against the Guarantor. This Guaranty 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 the Administrative Agent, Agent and the LendersGuaranteed Creditors, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Borrower’s Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower Agreement no amounts may be free from any due and payable Obligationsoutstanding under the Credit Agreement. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) 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 the Administrative Agent or Purchaser upon the Lenders, upon Guaranty contained in this Guaranty Section 2 or acceptance of the Guaranty contained in this GuarantySection 2; 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 the Guaranty contained in this GuarantySection 2; and all dealings between the Borrower or and any of the GuarantorGuarantors, on the one hand, and the Administrative Agent and the LendersPurchaser, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty contained in this GuarantySection 2. Each Guarantor waives waives, to the extent permitted by law, any diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or itself any of the Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that the Guaranty contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee Guaranty of payment and performance without regard to (ia) the validity or enforceability of this Agreement, the Note Purchase Agreement or any other Transaction DocumentsDocument, any of the Guaranteed 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 the Administrative Agent or the LendersPurchaser, (iib) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or fraud by Purchaser) which may at any time be available to or be asserted by it or the Borrower or any other Person against the Administrative Agent Purchaser, or the Lenders, (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of the such Guarantor under the Guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the any Guarantor, the Administrative Agent Purchaser may, but shall be under no obligationobligation to, to make a similar demand on or otherwise pursue such rights and remedies that it as they may have against the Borrower Borrower, any other Guarantor or any other Person or against any collateral security or guarantee Guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, any other Guarantor 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 the Borrower Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee Guaranty or right of offset, shall not relieve the 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 or equitylaw, of the Administrative Agent Purchaser against the any Guarantor. This Guaranty 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 of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection continuance of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the futurelegal proceedings.

Guaranty Absolute and Unconditional. (a) The Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Transfer Agreement and the Operative Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of any Beneficiary with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations or any other obligations of any other party, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether the Transferee or any other party is joined in any such action or actions. 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 the Administrative Agent or the Lenders, any Beneficiary upon this Guaranty or acceptance of this Guaranty; 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 Guaranty; and all dealings between the Borrower Transferee or the Guarantor, on the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives waives, to the fullest extent permitted by applicable law, diligence, presentment, promptness, protest, mitigation of damages by the Beneficiaries demand for payment and notice of default or nonpayment to or upon the Borrower Transferee or itself the Guarantor with respect to the Guaranteed Obligations. This The Guarantor further waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future. The Guarantor understands and agrees that, to the fullest extent permitted by applicable law, this Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance (and not merely of collectibility) without regard to to: (ia) the validity validity, regularity or enforceability of this the Transfer Agreement, the other Transaction Documentsany Operative Agreement, or 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 the Administrative Agent or the Lenders, any Beneficiary; (iib) any defense, set-off off, rebate, adjustment, withholding, deduction or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by it the Transferee against any Beneficiary or any agreement or instrument relating thereto or; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations or any other obligations of any other party under the Transfer Agreement, the Operative Agreements, or any other amendment or waiver of or any consent to departure from the Transfer Agreement or other Operative Agreements; (d) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; (e) any change, restructuring or termination of the corporate structure or existence of the Guarantor or the Borrower against Transferee or any of the Administrative Agent Affiliates of either; (f) any defect in the title, condition, design, operation or fitness of, or any interference with the Lendersoperation, use or possession of, the Aircraft; (iiig) any failure to establish, perfect or preserve title to or any security interest in or to the Aircraft or any other collateral security for the Obligations; or (h) any other circumstance whatsoever (with or without notice to any existence of or knowledge of the Borrower or the Guarantor) which constitutesreliance on any representation by any Beneficiary that might otherwise constitute a defense available to, or might be construed to constitutea discharge of, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent any Beneficiary may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower or any other Person or against any collateral security or guarantee Transferee for the Guaranteed Obligations or any right of offset with respect theretoObligations, and any failure by the Administrative Agent any Beneficiary to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetTransferee, or any release of the Borrower or any such other Person or any such collateral security, guarantee or right of offsetTransferee, shall not not, to the fullest extent permitted by applicable law, 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 or equitylaw, of the Administrative Agent any Beneficiary against the Guarantor. This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (x) the date that all of the Obligations are satisfied by payment and performance in full and (y) the date that all right, title and interest of the Transferee shall have been transferred to a Person meeting the requirements of Section 7.03(d) of the Participation Agreement in accordance with said section; provided that this Guaranty shall remain in full force and effect and be binding in accordance with and respect to obligations relating to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure period prior to the benefit of the Administrative Agent, the Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligationssuch transfer. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor The U.S. Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Designated Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or the Lenders, any Lender upon this Guaranty or acceptance of the guarantee under this GuarantySection 10; the Guaranteed Designated Foreign Subsidiary 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 the guarantee under this GuarantySection 10; and all dealings between the Borrower Designated Foreign Subsidiary Borrowers or the GuarantorU.S. Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee under this GuarantySection 10. Guarantor The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Designated Foreign Subsidiary Borrowers or the U.S. Borrower or itself with respect to the Guaranteed Designated Foreign Subsidiary Borrower Obligations. This Guaranty The guarantee under this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (ia) the validity or enforceability of this Agreement, the or any other Transaction DocumentsLoan Document, any of the Guaranteed Designated Foreign Subsidiary 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 the Administrative Agent or the Lendersany Lender, (iib) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Designated Foreign Subsidiary Borrowers against the Administrative Agent or the Lendersany Lender, or (iiic) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Designated Foreign Subsidiary Borrowers or the GuarantorU.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Designated Foreign Subsidiary Borrowers for the Guaranteed Designated Foreign Subsidiary Borrower Obligations, or of the Guarantor U.S. Borrower under the guarantee under this GuarantySection 10, in bankruptcy or in any other instance or (iv) any other defense, set-off or counterclaim of a guarantor or a suretyinstance. When pursuing its rights and remedies hereunder against the GuarantorU.S. Borrower, the Administrative Agent and any Lender may, but shall be under no obligationobligation to, to pursue such rights and remedies that as it may have against the Borrower Designated Foreign Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Guaranteed Designated Foreign Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower Designated Foreign Subsidiary 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 the Borrower Designated Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantor U.S. Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law or equitylaw, of the Administrative Agent or any Lender against the GuarantorU.S. Borrower. This Guaranty The guarantee under this Section 10 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor U.S. Borrower and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, Agent and the Lenders, and their respective successors, permitted endorseesindorsees, permitted transferees and permitted assigns, until all the Designated Foreign Subsidiary Borrower Obligations and the Guaranteed Obligations obligations of the Guarantor U.S. Borrower under the guarantee under this Guaranty Section 10 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 this Agreement the Credit Agreement, the Borrower Designated Foreign Subsidiary Borrowers may be free from any due and payable Designated Foreign Subsidiary Borrower Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of remedies by the Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the financial condition of the Borrower, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, if any, to require the Administrative Agent or the Lenders to disclose to Guarantor any information which they may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Agreement, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to the Administrative Agent, now or at any time and from time to time in the future.

Guaranty Absolute and Unconditional. (a) Guarantor hereby agrees that its obligations under this Guaranty 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 the Administrative Agent or the Lenders, Buyer upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between the Borrower or the Seller and Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Borrower or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity validity, regularity or enforceability of this Agreement, the other any Transaction DocumentsDocument, 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 the Administrative Agent or the LendersBuyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Borrower Seller against the Administrative Agent or the LendersBuyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guaranty or (iv) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Seller and Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Seller for the Guaranteed Obligations, Obligations or of the Guarantor under this Guaranty, in bankruptcy or in any other instance or (iv) any other defenseinstance. Except as otherwise set forth herein, set-off or counterclaim of a guarantor or a surety. When when pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation, to pursue such rights and remedies that it Buyer may have against the Borrower 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 the Administrative Agent Buyer to pursue such other rights or remedies or to collect any payments from the Borrower 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 the Borrower 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 or equitylaw, of the Administrative Agent Buyer against the Guarantor. This Guaranty 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 the Administrative Agent, the Lenders, Buyer and their its permitted successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and the Lenders Buyer as follows: (i) To the extent permitted by law, Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, Buyer any claim or defense based upon, an election of remedies by the Administrative Agent Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Borrower Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the BorrowerSeller, any other guarantor or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of about the financial condition of Seller, the Borrowerstatus of other guarantor, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent and the Lenders Buyer for such information and will not rely upon the Administrative Agent or the Lenders Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives its the right, if any, to require the Administrative Agent or the Lenders Buyer to disclose to Guarantor any information which they Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. (iii) Guarantor has independently reviewed this Agreement the Transaction Documents and related Transaction Documents agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this AgreementGuaranty to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens liens or security interests of any kind or nature granted by the Borrower Seller or any other guarantor or Person to the Administrative AgentBuyer, now or at any time and from time to time in the future.