Common use of Guaranty Absolute and Unconditional Clause in Contracts

Guaranty Absolute and Unconditional. The Guarantors understand and agree that 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 (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that 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 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 (ai) the validity, regularity validity or enforceability of this Agreement, the Master Repurchase Agreementother 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 BuyerAdministrative Agent or the Lenders, (bii) 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 Seller Borrower against the BuyerAdministrative Agent or the Lenders, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Guaranteed Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instanceinstance or (iv) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as that it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of lawlaw or equity, of the Buyer Administrative Agent against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Lenders, and its their successors, indorseespermitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the obligations Guaranteed Obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement Credit Agreement, the Seller Borrower may be free from any due and payable Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and absolute, unconditional guarantee of the full and punctual payment and performance by the Seller Borrowers of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender or any other party first attempt to collect any of the obligations Obligations from the SellerBorrowers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Forbearance Agreement, any other Loan Document, any of the Obligations or any other collateral Collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender or any Affiliate of the Lender, (b) 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 the Seller Borrowers against the BuyerLender or any of its Affiliates, (c) any document presented in connection with the Forbearance Agreement, or any other Loan Documents or this Guaranty proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrowers or the GuarantorsGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrowers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset of the Lender or any of its Affiliates with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender (or any of its Affiliates) against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Lender (and its Affiliates) and its respective successors, indorseesendorsees, transferees and assigns, in each case until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement Forbearance Agreement, and the other Loan Documents shall be terminated, notwithstanding that from time to time during the term of such agreement the Master Repurchase Agreement the Seller Borrowers may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Borrower waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guaranty or acceptance of the Guaranty under this Section 9; the Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty under this Section 9; and all dealings between any Subsidiary Borrower and the 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 Guaranty under this Section 9. The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Subsidiary Borrower or the Borrower with respect to the Subsidiary Borrower Obligations. The Guaranty under this Section 9 shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase this Agreement, any of the 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 BuyerAdministrative Agent or any Lender, (b) 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 the Seller any Subsidiary Borrower against the BuyerAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller such Subsidiary Borrower or the GuarantorsBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Subsidiary Borrower for its Subsidiary Borrower Obligations, or of the Guarantors from Borrower under the guaranty under this GuarantySection 9, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsBorrower, the Buyer Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Subsidiary Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Subsidiary Borrower or any such other Person or of any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors 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, of the Buyer Administrative Agent or any Lender against the Guarantorssuch 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 Guarantors Borrower and the its successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the Lenders, and its their respective successors, indorsees, transferees and assigns, until all the Subsidiary Borrower Obligations and the obligations of the Guarantors Borrower under the Guaranty under this Guaranty Section 9 shall have been satisfied by payment in full and the Master Repurchase Agreement Commitments shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase this Agreement the Seller any Subsidiary Borrower may be free from any Subsidiary Borrower Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and agree that not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the 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 Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the 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 (ai) the validity, regularity or enforceability of the Master Repurchase Agreementany agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, (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 (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantorsand Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Obligations, Obligations or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, Buyer and its permitted successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsfull.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, 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 Guaranty with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master PC Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master PC Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor understands and agree agrees that this Guaranty Agreement shall be construed as a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller Issuer of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Noteholder first attempt to collect any of the obligations Obligations from the SellerIssuer or any other Guarantor, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementSecured Note Agreement or any other Secured Note Document, any of the 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 BuyerNoteholder, (b) 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 the Seller Issuer against the BuyerNoteholder or any other Guarantor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Issuer or the Guarantorsany 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 Seller Issuer from the Obligations, or of the Guarantors any Guarantor from this GuarantyAgreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Noteholder may, but shall be under no obligation to, pursue such rights rights, powers, privileges and remedies as it may have against the Seller Issuer or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Noteholder to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Issuer or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors 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 lawlaw or equity, of the Buyer Noteholder against the Guarantors. 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 Guarantors and the successors and assigns thereof, **Pursuant to the previously delivered FOIA letter, ATIA letter and FOIPPA letter, please note that General Motors Corporation is requesting that this document, any cover e-mail note and the previously delivered FOIA letter, ATIA letter and FOIPPA letter receive confidential treatment pursuant to the Freedom of Information Act, the Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively. and shall inure to the benefit of the BuyerNoteholder, and each of its permitted successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty permitted shall have been satisfied by performance and payment in full and the Master Repurchase Secured Note Agreement and the other Secured Note Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Secured Note Agreement the Seller Issuer may be free from any Obligations.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty. The Guarantors understand Note Agreement, the Notes, the other Transaction Documents and agree that the Guaranteed Obligations in respect of any of them shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and any of the Beneficiaries, on the other, shall likewise conclusively be 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 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 the full payment, performance and punctual payment and performance by the Seller of the Obligations compliance when due (and not of their collectibility only, collection) and is in no way conditioned upon any requirement that the Buyer first attempt to collect any a primary obligation of the obligations from the Seller, each Guarantor without regard to (a) the validity, regularity validity or enforceability of the Master Repurchase Note Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee guaranty or right of offset setoff with respect thereto at any time or from time to time held by the Buyerany Beneficiary, (b) 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 the Seller Company or any one or more of the other Guarantors against the Buyerany Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorsany other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company, the Obligations, other Guarantors or any other guarantor of the Guarantors from this GuarantyGuaranteed Obligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, the Buyer any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any other Guarantor or any other Person or against under a guaranty of the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset setoff with respect thereto, and any failure by the Buyer such Beneficiary to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller or any such other Guarantor or Person or any such collateral security, guarantee guaranty or right of offsetsetoff, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Buyer Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of 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 irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or 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 Guaranty shall remain in full force be governed by, and effect and be binding construed in accordance with and to with, the extent laws of its terms upon the Guarantors and the successors and assigns thereofState of New York. The foregoing is included solely out of an abundance of caution, and shall inure not be construed to the benefit mean that any of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations above referenced provisions of the Guarantors under California law are in any way applicable to this Guaranty shall have been satisfied by payment in full and or the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Guaranteed Obligations.

Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchasers upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 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 Company or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guaranty contained in this Guaranty Section 2 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase AgreementPurchase Agreement or any other Transaction Document, any of the 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 BuyerPurchasers, (bii) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or fraud by Purchasers) which may at any time be available to or be asserted by the Seller Company or any other Person against the BuyerPurchasers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of such Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Company, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Company, 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 Seller Company, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Purchasers against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrower of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender first attempt to collect any of the obligations Obligations from the Seller, Borrower without regard to (a) the validity, regularity or enforceability of the Master Repurchase Financing Facility Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) 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 the Seller Borrower against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) (other than payment or performance by the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrower from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Financing Facility Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Financing Facility Agreement the Seller Borrower may be free from any Obligations.

Guaranty Absolute and Unconditional. (a) The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, 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 Seller or the Guaranty with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master PMH Repurchase Agreement, the other PMH Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master PMH Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand and agree that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller 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 SellerSellers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, Buyer (b) 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 the a Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the a Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the 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 a Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.

Guaranty Absolute and Unconditional. The (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and upon notice of or proof of reliance by the Purchasers upon this Guaranty or acceptance of this Guaranty, the Secured Obligations, and any of them, such Secured Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall 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 or any of the Guarantors understand with respect to the Secured Obligations. Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (ai) the validity, regularity or enforceability of the Master Repurchase Purchase Agreement, the Notes or any other Transaction Document, any of the Secured 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 BuyerPurchasers, (bii) any defense, set-off or counterclaim (other than a defense of indefeasible payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the BuyerPurchasers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Secured Obligations, or of the Guarantors from such Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Purchasers may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Secured Obligations or any right of offset with respect thereto, and any failure by the Buyer Purchasers to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Purchasers against the Guarantorssuch 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 Guarantors each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Purchasers and its their respective successors, indorsees, transferees and assigns, assigns until all the Secured Obligations and the obligations of the Guarantors each Guarantor under this Guaranty shall have been indefeasibly satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsin immediately available funds.

Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 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 Company or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty Section 2 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 (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementLoan Agreement or any other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) 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 the Seller Company or any other Person against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Company, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Company, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, 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 Seller or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrowers of the Obligations and not only 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, (a) without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) 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 the Seller Borrowers against the BuyerLender, (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 (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrowers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrowers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instanceinstance 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 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 action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations Obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time subject to time during the term provisions of the Master Repurchase Agreement the Seller may be free from any ObligationsSection 9 hereof.

Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchaser upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Purchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 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 Company or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guaranty contained in this Guaranty Section 2 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase AgreementNote, any of the 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 BuyerPurchaser, (bii) 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 the Seller Company or any other Person against the BuyerPurchaser, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of such Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Company, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Company, 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 Seller Company, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Purchaser against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand Borrower waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guaranty or acceptance of the Guaranty under this Section 9, the Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty under this Section 9 and all dealings between any Subsidiary Borrower and the 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 Guaranty under this Section 9. The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Subsidiary Borrower or the Borrower with respect to the Subsidiary Borrower Obligations. The Guaranty under this Section 9 shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase this Agreement, any of the 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 BuyerAdministrative Agent or any Lender, (b) 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 the Seller any Subsidiary Borrower against the BuyerAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller such Subsidiary Borrower or the GuarantorsBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Subsidiary Borrower for its Subsidiary Borrower Obligations, or of the Guarantors from Borrower under the guaranty under this GuarantySection 9, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsBorrower, the Buyer Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Subsidiary Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Subsidiary Borrower or any such other Person or of any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors 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, of the Buyer Administrative Agent or any Lender against the Guarantorssuch 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 Guarantors Borrower and the its successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the Lenders, and its their respective successors, indorsees, transferees and assigns, until all the Subsidiary Borrower Obligations and the obligations of the Guarantors Borrower under the Guaranty under this Guaranty Section 9 shall have been satisfied by payment in full full, all Letters of Credit are cancelled, expired or Cash Collateralized, and the Master Repurchase Agreement Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase this Agreement the Seller any Subsidiary Borrower may be free from any Subsidiary Borrower Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand and agree that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller 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 SellerSellers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, Buyer (b) 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 the a Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the a Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the 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 a Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between each Borrower and the Guarantor, on the one hand, and the Lender, on the other hand, likewise shall 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 each Borrower or the Guarantor with respect to the Obligations. The Guarantor understands and agrees that 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 (a) the validity, regularity or enforceability of the Master Repurchase Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) 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 the Seller any Borrower against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller each Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller a Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the be benefit of the BuyerLender, and its successors, indorsees, transferees successors and permitted assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty Guaranteed Obligations shall have been satisfied by payment in full and the Master Repurchase 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 Master Repurchase Credit Agreement the Seller each Borrower may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, 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 Guaranty with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty Agreement shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the its Guaranty Obligations and Guaranty Expenses and not of their collectibility only, collectability only and is in no way conditioned upon any requirement that the Buyer or Repo Agent first attempt to collect any of the obligations Guaranty Obligations or Guaranty Expenses from the Seller, without regard to Sellers or upon (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Facility Document, any of the Guaranty Obligations or any other collateral security Guaranty Expenses therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyer or Repo Agent, (b) 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 Seller A against Buyer or Repo Agent, (c) the lack of authority of Seller against A to execute or deliver the BuyerRepurchase Agreement, (d) any change in the time, manner or place of payment of, or in any other term of, or amendment to the Repurchase Agreement, (ce) any waiver or consent by Buyer or Repo Agent with respect to any provisions of the Repurchase Agreement or any compromise or release of any of the obligations thereunder, (f) the absence of any action to enforce the Repurchase Agreement, to recover any judgment against Seller A or to enforce a judgment against Sellers under the Repurchase Agreement, (g) the occurrence of any Event of Default or Default under the Repurchase Agreement, (h) the existence of bankruptcy, insolvency, reorganization or similar proceedings involving Sellers, (i) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, collateral securing the Repurchase Agreement, (j) any change in the laws, rules or regulations of any jurisdiction, (k) any present or future action of any Governmental Authority or court amending, varying, reducing or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any of the obligations of Sellers under the Repurchase Agreement or of Guarantor under this Guaranty Agreement, (l) the reorganization, merger or consolidation of either Seller into or with any other corporation or entity, (m) if any payment by Seller A to Buyer or Repo Agent is held to constitute a preference under bankruptcy laws, or for any reason Buyer or Repo Agent is required to refund such payment or pay such amount to Seller A, Guarantor or any other Person or (n) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this GuarantyGuaranty Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Repo Agent may, but shall be under no obligation to, pursue (i) such rights rights, powers, privileges and remedies as it may have against the Seller A or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or (ii) any right of offset with respect thereto, and any failure by the Buyer Repo Agent to pursue such other rights or remedies or to collect any payments from the Seller A 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 Seller A or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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 lawlaw or equity, of the Buyer Repo Agent against the GuarantorsGuarantor. 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 Guarantors Guarantor and the its successors and assigns thereofassigns, and shall inure to the benefit of the BuyerBuyer and Repo Agent, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty Termination Date shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsoccurred.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Sellers or the Guarantor, on the one hand, and the Buyer, 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 Sellers or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the any Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the any Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the any Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the 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 each Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty; the 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 Guarantors, on the one hand, and the Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty, waives notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest and demand for payment. This Guaranty is and shall be construed as a continuing, absolute and unconditional guarantee Guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase Purchase Agreement, the Notes, any of the other Transaction Documents, any of the 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 or for the Buyerbenefit of the Lender, (b) 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 the Seller Borrower against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of the Guarantors from under this Guaranty, in bankruptcy or in any other instance. This Guaranty is intended to be a surety of each Guarantor on behalf of Lender. When the Lender is pursuing its rights and remedies hereunder against the Guarantors, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or of any such collateral security, guarantee Guaranty or right of offset, shall not relieve the 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, of the Buyer Lender against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and absolute, unconditional guarantee of the full and punctual payment and performance by the Seller Borrowers of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender or any other party first attempt to collect any of the obligations Obligations from the SellerBorrowers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Forbearance Agreement, any other Loan Document, any of the Obligations or any other collateral Collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender or any Affiliate of Lender, (b) 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 the Seller Borrowers against the BuyerLender or any of its Affiliates, (c) any document presented in connection with the Forbearance Agreement, or any other Loan Documents or this Guaranty proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrowers or the GuarantorsGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrowers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset of Lender or any of its Affiliates with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender (or any of its Affiliates) against the Guarantorsany 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 Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Lender (and its Affiliates) and its respective successors, indorseesendorsees, transferees and assigns, in each case until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement Forbearance Agreement, and the other Loan Documents shall be terminated, notwithstanding that from time to time during the term of such agreement the Master Repurchase Agreement the Seller Borrowers may be free from any Obligations.

Guaranty Absolute and Unconditional. The 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, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Guaranteed Party upon this Guaranty or acceptance of this Guaranty, the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guaranty; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Guaranteed Parties, on the other hand, likewise shall 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 any Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance performance, to the maximum extent permitted by the Seller of the Obligations and not of their collectibility onlyapplicable law, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Sellershall not be released, without regard to discharged or otherwise altered by (a) the validityinvalidity, regularity irregularity, non-perfection or enforceability unenforceability of the Master Repurchase Credit Agreement, any other Credit Document or any Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any other Guaranteed Party, (b) 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 the Seller a Borrower or any other Guarantor against the BuyerAdministrative Agent or any other Guaranteed Party whether in connection with the Credit Documents or any unrelated transactions, (c) 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 (cf) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for any of the Obligations, or of the Guarantors from such Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent and any other Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any other Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent and the other Guaranteed Parties against the Guarantorssuch 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 Guarantors each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the other Guaranteed Parties, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and under the obligations of the Guarantors under this Guaranty Credit Documents shall have been satisfied by payment and performance in full and full, the Master Repurchase Agreement Commitments shall be terminated), notwithstanding that from time to time during the term of the Master Repurchase Credit Agreement and any Hedge Agreement the Seller Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder upon (i) a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the 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 Guarantor 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”, upon the release of the guarantee referred to in such clause. In addition to any release permitted by the preceding sentence, the Administrative Agent may release any Guarantor with the prior written consent of the Required 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, 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 preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or 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 the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase Credit Agreement, any of the 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 BuyerAdministrative Agent or any Lender, (b) 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 the Seller they Borrower or any Subsidiary Borrower against the BuyerAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower, such Subsidiary Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Borrower or such Subsidiary Borrower for its Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower, any Subsidiary Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller 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 Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent or any Lender against the GuarantorsBorrower 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 Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the Lenders, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations occurrence of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminateda Termination Event, notwithstanding that from time to time during the term of the Master Repurchase Credit Agreement the Seller Borrower and Subsidiary Borrowers may be free from any Obligations.

Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchaser upon the Guaranty contained in this Section 2 or acceptance of the Guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Purchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the Guaranty contained in this Section 2. Each Guarantor 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 any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the Guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee Guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementNote Purchase Agreement or any other Transaction Document, any of the 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 BuyerPurchaser, (b) 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 the Seller Borrower or any other Person against the BuyerPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of such Guarantor under the Guarantors from Guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee Guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee Guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Purchaser against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Holder upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Holder, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty Section 2 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 (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementDebentures, the Loan Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerHolder, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may may, at any time time, be available to or be asserted by the Seller Borrower or any other person against the BuyerHolder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Holder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Holder to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower, 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 Seller Borrower, any other Guarantor or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Holder against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor guarantees that the Obligations will be paid and agree 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 Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Owner Participant or the Guarantor and any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor 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 Owner Participant or the Guarantor with respect to the Obligations. 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 the full and punctual payment and performance by the Seller of the Obligations (and not merely 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, collectibility) without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.:

Guaranty Absolute and Unconditional. The 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, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Guaranteed Party upon this Guaranty or acceptance of this Guaranty, the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guaranty; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Guaranteed Parties, on the other hand, likewise shall 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 any Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance performance, to the maximum extent permitted by the Seller of the Obligations and not of their collectibility onlyapplicable law, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Sellershall not be released, without regard to discharged or otherwise altered by (a) the validityinvalidity, regularity irregularity, non-perfection or enforceability unenforceability of the Master Repurchase Credit Agreement, any other Credit Document or any Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any other Guaranteed Party, (b) 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 the Seller a Borrower or any other Guarantor against the BuyerAdministrative Agent or any other Guaranteed Party whether in connection with the Credit Documents or any unrelated transactions, (c) 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 (cf) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for any of the Obligations, or of the Guarantors from such Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent and any other Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any other Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent and the other Guaranteed Parties against the Guarantorssuch 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 Guarantors each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the other Guaranteed Parties, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and under the obligations of the Guarantors under this Guaranty Credit Documents shall have been satisfied by payment and performance in full and full, the Master Repurchase Agreement Commitments shall be terminated), notwithstanding that from time to time during the term of the Master Repurchase Credit Agreement and any Hedge Agreement the Seller Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder upon (i) a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the 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 Guarantor 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 not being an Immaterial Subsidiary. In addition to any release permitted by the preceding sentence, the Administrative Agent may release any Guarantor with the prior written consent of the Required 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, 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 preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower, any Designated Subsidiary Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any Designated Subsidiary Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty Section 2 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 (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementCredit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any Lender, (b) 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 the Seller Borrower, any Designated Subsidiary Borrower or any other Person against the BuyerAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower, any Designated Subsidiary Borrower or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower and any Designated Subsidiary Borrower for the Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Borrower and any Designated Subsidiary Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower and any Designated Subsidiary Borrower, 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 Seller Borrower and any Designated Subsidiary Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent or any Lender against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. Each Obligor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower’s Obligations and notice of or proof of reliance by any Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty. The Guarantors understand Borrower’s Obligations, and agree any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Borrower and any Obligor, on the one hand, and any Guaranteed Creditor, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Obligor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower with respect to the Borrower’s Obligations. Each Obligor understands and agrees that 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 (a) the validity, regularity or enforceability of the Master Repurchase Agreementany Guaranteed Document, any of the 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 Buyerany Guaranteed Creditor, (b) 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 the Seller Borrower against the Buyerany Guaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorsany Obligor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Borrower’s Obligations, or of the Guarantors from any Obligor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Obligor, the Buyer each Guaranteed Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Borrower’s Obligations or any right of offset with respect thereto, and any failure by the Buyer any Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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, of the Buyer any Guaranteed Creditor against the Guarantorsany Obligor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors each Obligor and the successors and assigns thereof, and shall inure to the benefit of the Buyereach Guaranteed Creditor, and its their respective successors, indorsees, transferees and assigns, until all the Borrower’s Obligations and the obligations of the Guarantors each Obligor under this Guaranty shall have been satisfied by payment in full in cash (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the Master Repurchase Agreement total Commitments shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller 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 any Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the any Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Sellers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller 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 any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement Agreement, the Seller Sellers may be free from any Obligations.

Guaranty Absolute and Unconditional. The 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, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Guaranteed Party upon this Guaranty or acceptance of this Guaranty, the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guaranty; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Guaranteed Parties, on the other hand, likewise shall 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 any Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance performance, to the maximum extent permitted by the Seller of the Obligations and not of their collectibility onlyapplicable law, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Sellershall not be released, without regard to discharged or otherwise altered by (a) the validityinvalidity, regularity irregularity, non-perfection or enforceability unenforceability of the Master Repurchase Credit Agreement, any other Credit Document, any Letter of Credit or any Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any other Guaranteed Party, (b) 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 the Seller a Borrower or any other Guarantor against the BuyerAdministrative Agent or any other Guaranteed Party whether in connection with the Credit Documents or any unrelated transactions, (c) 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 (cf) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for any of the Obligations, or of the Guarantors from such Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent and any other Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any other Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent and the other Guaranteed Parties against the Guarantorssuch 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 Guarantors each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the other Guaranteed Parties, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and under the obligations of the Guarantors under this Guaranty Credit Documents shall have been satisfied by payment and performance in full and full, the Master Repurchase Agreement Commitments shall be terminatedterminated 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 Master Repurchase Credit Agreement and any Hedge Agreement the Seller Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder upon (i) a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the 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 Guarantor 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 not being an Immaterial Subsidiary. In addition to any release permitted by the preceding sentence, the Administrative Agent may release any Guarantor with the prior written consent of the Required 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, 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 preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller 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 any Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the any Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Sellers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller 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 any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor waives, to the maximum extent permitted by applicable law, any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Creditor upon the guaranty contained in this Article II or acceptance of the guaranty contained in this Article II; each of the Obligations, and any obligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Article II; and all dealings between the Borrower and any of the other Credit Parties, on the one hand, and the Collateral Agent and the other Secured Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Article II. Each Guarantor 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 any of the other Credit Parties with respect to any of the Obligations. Each Guarantor understands and agrees, to the extent permitted by law, that the guaranty contained in this Guaranty Article II shall be construed as a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlycollection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and is all defenses that it may have arising out of or in no way conditioned upon connection with any requirement that the Buyer first attempt to collect any and all of the obligations from the Seller, without regard to following: (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementCredit Agreement or any other Credit Document, any of the 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 BuyerCollateral Agent or any other Secured Creditor, (b) 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 the Seller Borrower or such Guarantor against the BuyerCollateral 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 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 (civ) 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 Seller Borrower or the Guarantorsany other Credit Party) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Borrower or any other Credit Party for its Obligations, or of such Guarantor under the Guarantors from guaranty contained in this GuarantyArticle II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Collateral Agent or any other Secured Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Buyer 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 Seller 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 Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Collateral Agent or any other Secured Creditor against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Borrower’s Obligations and notice of or proof of reliance by the Agent or any Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty, the Borrower’s Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Borrower and the Guarantor, on the one hand, and the Agent and the Guaranteed Creditors, on the other hand, likewise shall 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 with respect to the Borrower’s Obligations. The Guarantor understands and agrees that 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 (a) the validity, regularity or enforceability of the Master Repurchase Credit Agreement, any Note or any other Loan Document, any of the 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 BuyerAgent or any Guaranteed Creditor, (b) 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 the Seller Borrower against the BuyerAgent or any Guaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Borrower’s Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Agent and any Guaranteed Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Borrower’s Obligations or any right of offset with respect thereto, and any failure by the Buyer Agent or any Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Agent and the Guaranteed Creditors against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerAgent and the Guaranteed Creditors, and its their respective successors, indorsees, transferees and assigns, until all the Borrower’s Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Credit Agreement the Seller no amounts may be free from any Obligationsoutstanding under the Credit Agreement.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and agree that not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Buyer upon this 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 Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or Guarantor 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 (ai) the validity, regularity or enforceability of the Master Repurchase Agreementany Program 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 Buyer, (bii) 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 the Seller against the Buyer, (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 (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Obligations, Guaranteed Obligations or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance, other than a defense of payment or performance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereofassigns, and shall inure to the benefit of the Buyer, and its permitted successors, indorseesendorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been terminated, discharged or satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Program Documents Seller may be free from any Obligationsobligations under the Repurchase Agreement.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and absolute, unconditional guarantee of the full and punctual payment and performance by the Seller Borrowers of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Administrative Agent or any other party first attempt to collect any of the obligations Obligations from the SellerBorrowers, without regard to (a) the validity, regularity or enforceability of the Master Repurchase Credit Agreement, any other Loan Document, any of the Obligations or any other collateral Collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any Affiliate of Administrative Agent, (b) 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 the Seller Borrowers against the BuyerAdministrative Agent or any of its Affiliates, (c) any document presented in connection with the Credit Agreement, or any other Loan Documents or this Guaranty proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrowers or the GuarantorsGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrowers from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset of Administrative Agent or any of its Affiliates with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent (or any of its Affiliates) against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Administrative Agent (and its Affiliates) and its respective successors, indorseesendorsees, transferees and assigns, in each case until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement Credit Agreement, and the other Loan Documents shall be terminated, notwithstanding that from time to time during the term of such agreement the Master Repurchase Agreement the Seller Borrowers may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor guarantees that the Obligations will be paid and agree 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 Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Transferee or the Guarantor and any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor 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 Transferee or the Guarantor with respect to the Obligations. 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 the full and punctual payment and performance by the Seller of the Obligations (and not merely 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, collectibility) without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.:

Guaranty Absolute and Unconditional. The Each Guarantor waives, to the extent permitted by law, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors understand with respect to the Outstanding Amount. Each Guarantor understands and agree agrees that the guaranty contained in this Guaranty Section 1 shall be construed as a continuing, an absolute and unconditional guarantee guaranty 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 (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the Seller Borrower or any other person against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instanceLender. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations Outstanding Amount or any right of offset with respect thereto, and any failure by the Buyer Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against any Guarantor. No election to proceed in one form of action or against any party, or on any obligation shall constitute a waiver of any Lender’s right to proceed in any other form of action or against any Guarantor or any other Person, or diminish the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and liability of any Guarantor, or affect the right of such Lender to proceed against any Guarantor for any deficiency, except to the extent such Lxxxxx realizes payment by such action, notwithstanding the effect of its terms such action upon any Guarantor’s rights of subrogation, reimbursement or indemnity, if any, against the Guarantors and the successors and assigns thereofBorrower, and shall inure any other Guarantor or any other Person. Each Guarantor further agrees that, subject to the benefit Lender giving prior written notice to each Guarantor, from time to time: (a) increase or decrease the principal amount of the Buyer, Outstanding Amount and its successors, indorsees, transferees and assigns, until all the Obligations and the additional indebtedness or obligations of the Guarantors Borrower under this Guaranty shall have been satisfied the Loan Documents (b) extend or change the time, manner, place or terms of any payment under any Loan Document, including by payment an increase or decrease in full 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 Master Repurchase Agreement shall be terminatedLender may deem proper; or (d) release, notwithstanding that from time to time during surrender, exchange, compromise or settle the term obligations guaranteed hereunder or any portion thereof, (e) sell, release, surrender, exchange or compromise any security held by Lxxxxx for any of the Master Repurchase Agreement obligations guaranteed hereunder, (f) discharge or release, in whole or in part, any Guarantor or any other person liable for the Seller may be free from payment and performance of all or any Obligationspart of the 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 Guarantors for the full payment and performance of the obligations guaranteed hereunder.

Guaranty Absolute and Unconditional. The (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller Parties or Guarantors, on the one hand, and the Administrative Agent on 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 Seller Parties or Guarantors understand and agree that this with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) 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 the Seller Parties against the BuyerAdministrative Agent or Buyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Parties or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Parties for the Obligations, or of the Guarantors from any Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorseither Guarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Parties or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the 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 Seller Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent on behalf of Buyers against the Guarantorseither 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 Guarantors and the their successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Parties may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Except as otherwise set forth in Section 2 hereof, Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, 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 Seller or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When Except as otherwise set forth in Section 2 hereof, when pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller Parties or the Guarantor, on the one hand, and the Administrative Agent on 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 Seller Parties or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) 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 the Seller Parties against the BuyerAdministrative Agent or Buyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Parties or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Parties for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Parties or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the 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 Seller Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent on behalf of Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Parties may be free from any Obligations.. LEGAL02/36936773v5

Guaranty Absolute and Unconditional. The Guarantors understand (a) Except as otherwise set forth in Section 2 hereof, Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, 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 Seller or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When Except as otherwise set forth in Section 2 hereof, when pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor hereby waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Guaranteed Parties upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between Borrower and Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Each Guarantor hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or Guarantor with respect to the Obligations. Each Guarantor understands that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementFacility Agreement and the other Loan Documents, any of the 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 BuyerGuaranteed Parties, (b) 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 the Seller Borrower or any other Person against the BuyerGuaranteed Parties, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantorsany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of Guarantors under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instanceinstance (other than a defense of actual payment and performance of the Obligations). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantors, the Buyer Guaranteed Parties may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Guaranteed Parties to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrowers or any such other Person or any such collateral security, guarantee other guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Guaranteed Parties against the Guarantorsany Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent The obligations of its terms upon the Guarantors are principal and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and independent obligations from the obligations of the parties to the 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 obligations under this Guaranty shall have been satisfied by payment in full Guaranty, invoke any defense or exception relating to or resulting from any current or future relationships (including legal relationships) nor any contentious or non-contentious claims, between Borrower and the Master Repurchase Agreement shall be terminatedGuaranteed Parties or any other third party, notwithstanding that from time to time during the term or any other challenge of Borrower or of a third party (other than a defense of actual payment and performance of the Master Repurchase Agreement the Seller may be free from any Obligations).

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the 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 or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase Interim Term Loan Agreement, any of the 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 BuyerAdministrative Agent or any Lender, (b) 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 the Seller they Borrower against the BuyerAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Borrower for its Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or of any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent or any Lender against the GuarantorsBorrower. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent and the Lenders, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations occurrence of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsa Termination Event.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and agree that not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the 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 Seller and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the 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 (ai) the validity, regularity or enforceability of the Master Repurchase Agreementany Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, (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 (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantorsand Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Obligations, Obligations or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When Except as otherwise set forth herein, when pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, Buyer and its permitted successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsfull.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor hereby waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Holders upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty contained in this Section 2; and all dealings between the Company and the Guarantor, on the one hand, and the Holders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Guarantor hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or the Guarantor with respect to the Obligations. Guarantor understands and agrees that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee Guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase Purchase Agreement, Notes or any of the other Agreements, any of the 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 BuyerHolders, (b) 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 the Seller Company or any other Person against the BuyerHolders, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Company or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Holders to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Company or any such other Person or any such collateral security, guarantee other guaranty or right of offset, shall not relieve the Guarantors Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Holders against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsGuarantor.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor hereby waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Holder upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between the Purchaser and Éclat and Guarantor, on the one hand, and the Holder, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Guarantor hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Purchaser or Éclat or Guarantor with respect to the Obligations. Guarantor understands that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase Note Agreement, the Security Agreements and the Interest Agreement, any of the 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 BuyerHolder, (b) 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 the Seller Purchaser or Éclat or any other Person against the BuyerHolder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Purchaser or Éclat for the Obligations, or of Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Holder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Purchaser or Éclat or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Holder to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Purchaser or Éclat or any such other Person or any such collateral security, guarantee other guaranty or right of offset, shall not relieve the Guarantors Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Holder against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit The obligations of the Buyer, Guarantor are principal and its successors, indorsees, transferees and assigns, until all the Obligations and independent obligations from the obligations of the Guarantors parties to the Note Agreement, the Security Agreements, the Interest Agreement or any other agreement. Therefore, the Guarantor cannot, in order to delay or to avoid the unconditional and immediate performance of its obligations under this Guaranty shall have been satisfied by payment in full Guaranty, invoke any defense or exception relating to or resulting from any current or future relationships (including legal relationships) nor any contentious or non-contentious claims, between the Purchaser and the Master Repurchase Agreement shall be terminatedHolder or any other third party, notwithstanding that from time to time during or any other challenge or the term Purchaser or of the Master Repurchase Agreement the Seller may be free from any Obligationsa third party.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guarantee of the full and punctual payment and performance by the Seller of the Guarantor Obligations (and not of their collectibility collectability 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 (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Repurchase Document, any of the Guarantee 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 Buyer, (b) 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 the any Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Seller from the Obligations, for Guarantor or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When making a demand hereunder or pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, make a similar demand on any Seller or pursue such rights rights, powers, privileges and remedies as it may have against the such Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to make any such demand or pursue such other rights or remedies or to collect any payments from the 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 any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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 lawlaw or equity, of the Buyer against Guarantor. For the Guarantorspurposes hereof “demand” shall include the commencement 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 Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, successors and permitted indorsees, transferees and assigns, until all the Repurchase Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement and the other Repurchase Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Agreement, Sellers may be free from any Repurchase Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Each Guarantor waives, to the maximum extent permitted by applicable law, any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Creditor upon the guaranty contained in this Article II or acceptance of the guaranty contained in this Article II; each of the Obligations, and any obligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Article II; and all dealings between the Borrower and any of the other Credit Parties, on the one hand, and the Collateral Agent and the other Secured Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Article II. Each Guarantor 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 any of the other Credit Parties with respect to any of the Obligations. Each Guarantor understands and agrees, to the extent permitted by law, that the guaranty contained in this Guaranty Article II shall be construed as a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlycollection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and is all defenses that it may have arising out of or in no way conditioned upon connection with any requirement that the Buyer first attempt to collect any and all of the obligations from the Seller, without regard to following: (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementCredit Agreement or any other Credit Document, any of the 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 BuyerCollateral Agent or any other Secured Creditor, (b) 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 the Seller Borrower against the BuyerCollateral 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, (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 (civ) 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 Seller Borrower or the Guarantorsany other Credit Party) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Borrower or any other Credit Party for its Obligations, or of such Guarantor under the Guarantors from guaranty contained in this GuarantyArticle II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Collateral Agent or any other Secured Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Buyer 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 Seller 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 Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Collateral Agent or any other Secured Creditor against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, 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 Guaranty with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase XX0 Xxxxxxxxxx Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase XX0 Xxxxxxxxxx Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guarantee of the full and punctual payment and performance by the Seller of the Guarantor Obligations (and not of their collectibility collectability 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 (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Repurchase Document, any of the Guarantee 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 Buyer, (b) 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 the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, for Guarantor or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. When making a demand hereunder or pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller or pursue such rights rights, powers, privileges and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to make any such demand or pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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 lawlaw or equity, of the Buyer against Guarantor. For the Guarantorspurposes hereof “demand” shall include the commencement 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 Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, successors and permitted indorsees, transferees and assigns, until all the Repurchase Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement and the other Repurchase Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, Seller may be free from any Repurchase Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand and agree that 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 (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations. This Guaranty shall remain in full force and effect notwithstanding any assignment of the Seller’s rights and obligations under the Master Repurchase Agreement to an affiliate.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrower of the Obligations and not only 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, (a) without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) 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 the Seller Borrower against the BuyerLender, (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 (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrower from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instanceinstance 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 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 action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations Obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time subject to time during the term provisions of the Master Repurchase Agreement the Seller may be free from any ObligationsSection 9 hereof.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and agree that not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the 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 Seller or Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or Guarantor with respect to the 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 (ai) the validity, regularity or enforceability of the Master Repurchase Agreementany Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, (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 (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Obligations, Obligations or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When pursuing its rights and remedies hereunder under this Guaranty against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereofassigns, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees successors and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Transaction Documents Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyers upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Sellers or Guarantor, on the one hand, and 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 Sellers or the Guaranty with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master VF1 Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyers, (bii) 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 the Seller Sellers against the BuyerBuyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Sellers for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Buyers to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerBuyers, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master VF1 Repurchase Agreement the Seller Sellers may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Lender Indebtedness and notice of or proof of reliance by the Administrative Agent or any other Lender upon the guaranty contained in this Article 2 or acceptance of the guaranty contained in this Article 2; the Lender Indebtedness, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Article 2; and all dealings between the Borrower and such Guarantor, on the one hand, and any of the Lenders, or any Secured Affiliate, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Article 2. Each Guarantor waives diligence, presentment, protest, demand for payment, notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon the Borrower or such Guarantor with respect to the Lender Indebtedness. Each Guarantor understands and agrees that the guaranty contained in this Guaranty Article 2 shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementCredit Agreement or any other Financing Document, any of the 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 BuyerAdministrative Agent or any other Lender, (b) 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 the Seller Borrower, any other Guarantor, any other Obligated Party or any other Person against the BuyerAdministrative Agent, any Lender, or any Secured Affiliate, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower, any other Guarantor or the GuarantorsObligated Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of such Guarantor under the Seller from the Obligations, or of the Guarantors from guaranty contained in this GuarantyArticle 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent, any Lender, or any Secured Affiliate may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller any other Grantor, any other Guarantor or Obligated Party, or any other Person Person, or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations Lender Indebtedness or any right of offset with respect thereto, and any failure by the Buyer Administrative 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 Seller 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 Seller 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 Guarantors 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, of the Buyer Administrative Agent, any Lender, or any Secured Affiliate against such Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand and agree that 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 (a) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller Parties or Guarantors, on the one hand, and the Buyer, 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 Seller Parties or Guarantors understand and agree that this with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller Parties against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Parties or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Parties for the Obligations, or of the Guarantors from any Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorseither Guarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Parties or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the 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 Seller Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantorseither 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 Guarantors and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Parties may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Administrative Agent on 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 Seller or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) 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 the Seller against the BuyerAdministrative Agent or Buyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent on behalf of Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guarantee Obligation of the full and punctual payment and performance by the Seller of the Guaranty 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 Guaranty Obligations from the Seller, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Repurchase Document, any of the Guaranty Obligations or any other collateral security therefor or guarantee Guarantee Obligation or right of offset with respect thereto at any time or from time to time held by the Buyer, (b) 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 the Seller against the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge Knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors any Guarantor from this Guaranty, in bankruptcy or in any other instance. When making a demand hereunder or pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, make a similar demand on Seller or pursue such rights rights, powers, privileges and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to make any such demand or pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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 lawlaw or equity, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Repurchase Obligations and the obligations Guaranty Obligations of the Guarantors under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Agreement Expiration Date shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationshave occurred.

Guaranty Absolute and Unconditional. The (a) Each of the Guarantors understand waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Guarantor Obligations and notice of or, proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or the Guarantors, on the one hand, and the Buyer, on the other, shall, likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each of the Guarantors waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Guarantors with respect to the Guarantor 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Repurchase Documents, any of the Obligations Guarantor 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 Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other other, circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Guarantor Obligations, or either of the Guarantors from under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller Seller, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller Seller, 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 Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantorssuch 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 Guarantors and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Guarantor Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Guarantor Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that 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 Guaranteed Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer first attempt to collect any of the obligations from the Seller, Seller without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations Guaranteed Obligations, or any other collateral security therefor the Guaranteed Obligations or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, (iii) any defense by the Seller to the Guaranteed Obligations or the ownership of the Buyer in the Purchased Items or any subordination of any Lien on the Purchased Items, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Guaranteed Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instance. 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 other change regarding the Seller, or the Seller being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsGuaranteed Obligations and subject to the provisions of Section 9 hereof.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the 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 a Seller or Guarantor, on the one hand, and Buyer, 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 Sellers or the Guaranty with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the a Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the any Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the a Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the 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 a Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the a Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor executing this ----------------------------------- Agreement waives, to the fullest extent permitted by applicable law, any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Lender upon the guaranty contained in this Guaranty Section 7 or acceptance of the guaranty contained in this Section 7; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Section 7; and all dealings between Borrower or any Guarantor, on the one hand, and Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Section 7. Each Guarantor executing this Agreement waives, to the fullest extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or any Guarantor with respect to the Obligations. This Section 7 shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity or enforceability of this Agreement, the Master Repurchase AgreementRevolving Credit Note or any other Loan Document entered into by any Credit Party with Lender, any of the Obligations or any other security interest in and Lien upon the any collateral security therefor or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) 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 the Seller any Credit Party against the Buyer, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantorsany Credit Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Credit Party for the Obligations, or of the Guarantors from any Guarantor under this GuarantySection 7, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller any other Credit Party or any other Person or against any security interest in and Lien upon the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller any other Credit Party or any such other Person or to realize upon any such security interest in and Lien upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller any other Credit Party or any such other Person or of any such security interest in and Lien upon such collateral security, guarantee security or any such guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the Guarantorsany Guarantor. This Guaranty Section 7 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors each Guarantor and the successors and assigns thereofeach of its successors, and shall inure to the benefit of Lender until the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsTermination Date.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, 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 Seller or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. Notwithstanding the foregoing, in the event the Obligations of the Seller are reduced by a court of competent jurisdiction pursuant to a final non-appealable judgement solely as a result of Buyer engaging in willful misconduct in connection with the Program Agreements, the Guarantor’s Obligations under this Guaranty shall similarly be reduced and Guarantor shall be entitled to make a claim against Buyer for reimbursement of any amounts paid to Buyer in excess of the amount of the reduced Obligations; provided that the Guarantor shall not be entitled to refuse payment under this Guaranty on the basis of any claim regarding the Buyer’s actions unless and until such final non-appealable judgment is rendered. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as that it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Matria waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guaranty Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings between Matria and the other Borrowers, 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 Agreement. Matria waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Matria and the other Borrowers with respect to the Obligations, and without limitation of the foregoing, specifically waives the benefits of O.C.G.A. Section 10-7-24. This ARTICLE XI shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity or enforceability of the Master Repurchase this Agreement, any other Credit Document, any of the Obligations or any other collateral Collateral or other security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any Lender, (b) 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 any of the Seller Borrowers against the BuyerAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Matria or the Guarantorsany other Borrower) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrowers for the Obligations, or of the Guarantors from Matria under this GuarantyARTICLE XI, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsMatria, the Buyer Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrowers or 95 102 any other Person or against the Pledged any Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrowers or any such other Person or to realize upon any such collateral Collateral or other security or guarantee or to exercise any such right of offset, or any release of any of the Seller Borrowers or any such other Person or of any such collateral Collateral or other security, guarantee or right of offset, shall not relieve the Guarantors Matria of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent or any Lender against the GuarantorsMatria. This Guaranty ARTICLE XI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Matria and the its successors and assigns thereofassigns, and shall inure to the benefit of the BuyerAdministrative Agent and the Lenders, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Matria under this Guaranty Agreement shall have been satisfied by payment in full full, all Letters of Credit shall have expired or terminated, and the Master Repurchase Agreement Revolving Credit Commitments shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase this Agreement the Seller Borrowers may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty; the 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 Guarantors, on the one hand, and the Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each 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, notice of dishonor, protest and demand for payment. This Guaranty is and shall be construed as a continuing, absolute and unconditional guarantee Guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase Purchase Agreement, the Note, any of the other Transaction Documents, any of the 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 or for the Buyerbenefit of the Lender, (b) 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 the Seller Borrower against the BuyerLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of the Guarantors from under this Guaranty, in bankruptcy or in any other instance. This Guaranty is intended to be a surety of each Guarantor on behalf of Lender. When the Lender is pursuing its rights and remedies hereunder against the Guarantors, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or of any such collateral security, guarantee Guaranty or right of offset, shall not relieve the 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, of the Buyer Lender against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrower of the Obligations and not only 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, (a) without regard to (ai) the validity, regularity or enforceability of the Master Repurchase Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) 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 the Seller Borrower against the BuyerLender, (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 (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrower from the Obligations, or of the Guarantors Guarantor from this Guaranty, in bankruptcy or in any other instanceinstance 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 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 action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Borrower may be free from any ObligationsObligations and subject to the provisions of Section 9 hereof.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor understands and agree agrees that this Guaranty Agreement shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller of the its Guaranty Obligations and Guaranty Expenses and not of their collectibility only, collectability only and is in no way conditioned upon any requirement that the Buyer or Repo Agent first attempt to collect any of the obligations Guaranty Obligations or Guaranty Expenses from the Seller, without regard to Sellers or upon (a) the validity, regularity or enforceability of the Master Repurchase AgreementAgreement or any other Facility Document, any of the Guaranty Obligations or any other collateral security Guaranty Expenses therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerBuyer or Repo Agent, (b) 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 Sellers against Buyer or Repo Agent, (c) the Seller against lack of authority of Sellers to execute or deliver the BuyerRepurchase Agreement, (d) any change in the time, manner or place of payment of, or in any other term of, or amendment to the Repurchase Agreement, (ce) any waiver or consent by Buyer or Repo Agent with respect to any provisions of the Repurchase Agreement or any compromise or release of any of the obligations thereunder, (f) the absence of any action to enforce the Repurchase Agreement, to recover any judgment against Sellers or to enforce a judgment against Sellers under the Repurchase Agreement, (g) the occurrence of any Event of Default or Default under the Repurchase Agreement, (h) the existence of bankruptcy, insolvency, reorganization or similar proceedings involving Sellers, (i) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, collateral securing the Repurchase Agreement, (j) any change in the laws, rules or regulations of any jurisdiction, (k) any present or future action of any Governmental Authority or court amending, varying, reducing or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any of the obligations of Sellers under the Repurchase Agreement or of Guarantor under this Guaranty Agreement, (l) the reorganization, merger or consolidation of either Seller into or with any other corporation or entity, (m) if any payment by a Seller to Buyer or Repo Agent is held to constitute a preference under bankruptcy laws, or for any reason Buyer or Repo Agent is required to refund such payment or pay such amount to such Seller, Guarantor or any other Person or (n) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Sellers or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Obligations, or of the Guarantors Guarantor from this GuarantyGuaranty Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Repo Agent may, but shall be under no obligation to, pursue (i) such rights rights, powers, privileges and remedies as it may have against the Seller Sellers or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or (ii) any right of offset with respect thereto, and any failure by the Buyer Repo Agent to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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 lawlaw or equity, of the Buyer Repo Agent against the GuarantorsGuarantor. 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 Guarantors Guarantor and the its successors and assigns thereofassigns, and shall inure to the benefit of the BuyerBuyer and Repo Agent, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty Termination Date shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsoccurred.

Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guarantee contained in this Guaranty Section 2 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 (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementCredit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any Lender, (b) 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 the Seller Borrower or any other Person against the BuyerAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of such Guarantor under the Guarantors from guarantee contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral guarantee or collateral security pursuant to any other collateral security or guarantee Loan Document for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower, any other Guarantor or any such other Person or to realize upon any such guarantee or collateral security or guarantee pursuant to any other Loan Document or to exercise any such right of offset, or any release of the Seller Borrower, any other Guarantor or any such other Person or any such guarantee, collateral security, guarantee security or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent or any Lender against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Guarantor Obligations and notice of or, proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or the Guarantor, on the one hand, and the Buyer, 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 Seller or the Guaranty with respect to the Guarantor 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Repurchase Documents, any of the Obligations Guarantor 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 Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other other, circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Seller from the Guarantor Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorseesendorsees, transferees and assigns, until all the Guarantor Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Guarantor Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand iii) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and Buyer, 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 Guaranty with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (bii) 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 the Seller against the Buyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Documentation Agent, the Administrative Agent or any Lender upon this Guaranty or acceptance of this Guaranty; the 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 Company or any Guarantor, on the one hand, and the Documentation Agent, 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. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any Guarantor with respect to the 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 onlywithout regard to, and is in no way conditioned upon each Guarantor hereby irrevocably waives any requirement that the Buyer first attempt to collect any of the obligations from the Sellerdefense it may have with respect to, without regard to (a) the validity, regularity validity or enforceability of the Master Repurchase Credit Agreement, the Notes, or any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerDocumentation Agent, the Administrative Agent or any Lender, (b) 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 the Seller Company against the BuyerDocumentation Agent, the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When the Documentation Agent is pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Documentation Agent, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Company or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Documentation Agent, the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Seller Company 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 Seller Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Documentation Agent, the Administrative Agent and the Lenders against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsVIII.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor waives, to the maximum extent permitted by Requirement of Law, any and agree all notice of or proof of reliance by any Secured Creditor upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Each Guarantor understands and agrees, to the extent permitted by Requirement of Law, that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute absolute, irrevocable, independent and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller of the Obligations when due and not collectability. Each Guarantor agrees the guaranty contained in this Section 2 is a primary obligation of their collectibility onlyeach Guarantor and not merely a contract of surety. Each Guarantor hereby waives, to the maximum extent permitted by Requirement of Law, any and is in no way conditioned upon all defenses (other than any requirement that the Buyer first attempt to collect suit for breach of a contractual provision of any of the obligations from the Seller, without regard to (aLoan Documents) the validity, regularity that it may have arising out of or enforceability in connection with any and all of the Master Repurchase Agreementfollowing: (i) any change in the time, place, manner or place of payment, amendment, waiver or increase in the Secured Obligations, (ii) any exchange, taking, or release of Collateral, (iii) any change in the structure or existence of the Borrower, (iv) any application of Collateral to any of the Secured 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 Buyer, (b) 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 the Seller against the Buyer, or (cv) any other circumstance whatsoever (other than indefeasible payment in full of the Secured Obligations guaranteed by it hereunder) (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Secured Obligations, or of such Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any of the Guarantors, the Buyer Secured Creditors may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Borrower, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Secured Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by any of the Buyer Secured Creditors to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Guarantor. For the Buyer against purposes hereof "demand" shall include the Guarantors. This Guaranty shall remain in full force commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. Each Obligor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower’s Obligations and notice of or proof of reliance by any Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty. The Guarantors understand Borrower’s Obligations, and agree any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Borrower and any Obligor, on the one hand, and any Guaranteed Creditor, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Obligor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower with respect to the Borrower’s Obligations. Each Obligor understands and agrees that 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 (a) the validity, regularity or enforceability of the Master Repurchase Agreementany Guaranteed Document, any of the 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 Buyerany Guaranteed Creditor, (b) 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 the Seller Borrower against the Buyerany Guaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorsany Obligor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Borrower’s Obligations, or of the Guarantors from any Obligor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Obligor, the Buyer each Guaranteed Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or Exhibit D -5- Form of Guaranty Agreement any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Borrower’s Obligations or any right of offset with respect thereto, and any failure by the Buyer any Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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, of the Buyer any Guaranteed Creditor against the Guarantorsany Obligor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors each Obligor and the successors and assigns thereof, and shall inure to the benefit of the Buyereach Guaranteed Creditor, and its their respective successors, indorsees, transferees and assigns, until all the Borrower’s Obligations and the obligations of the Guarantors each Obligor under this Guaranty shall have been satisfied by payment in full in cash (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the Master Repurchase Agreement total Commitments shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party upon the guaranty contained in this Section 12 or acceptance of the guaranty contained in this Section 12; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 12; and all dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 12. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Subsidiary Guarantors understand with respect to the Obligations. Each Subsidiary Guarantor understands and agree agrees that the guaranty contained in this Guaranty Section 12 shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase AgreementCredit Agreement or any other Loan Document, any of the 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 Buyerany Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Seller Borrower or any other person against the Buyerany Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of such Subsidiary Guarantor under the Guarantors from guaranty contained in this GuarantySection 12, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Subsidiary Guarantor, the Buyer any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Seller Borrower, any other Subsidiary Guarantor or any other Person person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Borrower, any other Subsidiary Guarantor 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 Seller Borrower, any other Subsidiary Guarantor or any such other Person person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Subsidiary Guarantor. For the Buyer against purposes hereof “demand” shall include the Guarantors. This Guaranty shall remain in full force commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Sellers or the Guarantor, on the one hand, and the Administrative Agent on 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 Sellers or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreement, the other Program Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) 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 the any Seller against the BuyerAdministrative Agent or Buyers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the any Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent or Buyers may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the any Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the 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 each Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent on behalf of Buyers against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller Sellers may be free from any Obligations.

Guaranty Absolute and Unconditional. (a) The Guarantors understand Guarantor hereby waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice or proof of reliance by the Investors upon this Guaranty or acceptance of this Guaranty; each Obligation shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Borrower and/or the Guarantor, on the one hand, and the Investors, on the other hand, shall be conclusively presumed to have been consummated in reliance upon this Guaranty. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee Guaranty 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 (ai) the validity, regularity validity or enforceability of (1) the Master Repurchase Purchase Agreement, the Debentures, or any of the Obligations other Transaction Documents or any document, instrument or agreement made, delivered or given in connection with the Purchase Agreement, the Debentures or any other Transaction Document, (2) any Lien securing the Obligations, (3) any of the collateral security therefor for, or guarantee any Guaranty of, the Obligations, or (4) any right of offset with respect thereto at any time or from time to time held by the BuyerObligations, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to to, or be asserted by by, the Seller Borrower against the BuyerInvestors, or (ciii) any other circumstance whatsoever (with including, without limitation, insolvency or without notice to or knowledge bankruptcy of the Seller Borrower or the Guarantorsany other Person) which constitutes, that constitutes (or might be construed to constitute, ) an equitable or legal discharge of the Seller from Obligations or the Obligations, or obligations and liabilities of the Guarantors from Guarantor under this Guaranty, in bankruptcy regardless of whether the Guarantor has notice or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right knowledge of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationscircumstance.

Guaranty Absolute and Unconditional. The Guarantors understand Parent Guarantor understands and agree agrees that 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 Guaranteed 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 Guaranteed Obligations from the Seller, Seller and is made without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementPrincipal Agreements, 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 Buyer, (b) 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 the Seller against the Buyer, Buyer or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsParent Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from the Guaranteed Obligations, or of the Guarantors Parent Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsParent Guarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Parent Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the GuarantorsParent 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 Guarantors Parent Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, Buyer and its successors, indorseesendorsees, transferees and permitted assigns, until all the Guaranteed Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedsatisfaction and discharge of the Agreement, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Agreement, Seller may be free from any Guaranteed Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Guarantor hereby waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Holders upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty contained in this Section 2; and all dealings between the Company and the Guarantor, on the one hand, and the Holders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Guarantor hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or the Guarantor with respect to the Obligations. Guarantor understands and agrees that the guaranty contained in this Guaranty Section 2 shall be construed as a continuing, absolute and unconditional guarantee Guaranty 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 (a) the validity, regularity validity or enforceability of the Master Repurchase Exchange Agreement, Notes or any of the other Agreements, any of the 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 BuyerHolders, (b) 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 the Seller Company or any other Person against the BuyerHolders, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Company or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Holders to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Company or any such other Person or any such collateral security, guarantee other guaranty or right of offset, shall not relieve the Guarantors Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Holders against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsGuarantor.

Guaranty Absolute and Unconditional. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 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 Company or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that the guaranty contained in this Guaranty Section 2 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Agreementeach Note, any of the 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 BuyerLender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or fraud by Lender) which may at any time be available to or be asserted by the Seller Company or any other Person against the BuyerLender, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Company or the Guarantorssuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Company for the Obligations, or of such Guarantor under the Guarantors from guaranty contained in this GuarantySection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Seller Company, any other Guarantor or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Seller Company, 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 Seller Company, any other Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against any Guarantor. For the Guarantors. This Guaranty 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 Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationslegal proceedings.

Guaranty Absolute and Unconditional. The Guarantors understand Parent waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guaranty Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings between Parent and the 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 this Agreement. Parent waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Parent and the Borrower with respect to the Obligations. This Article XI shall be construed as a continuing, absolute and unconditional guarantee guaranty of the full and punctual payment and performance by the Seller of the Obligations and not of their collectibility onlycollectibility, and is in no way conditioned upon any requirement that the Buyer first attempt to collect any not a contract of the obligations from the Sellersurety, without regard to (a) the validity, regularity or enforceability of the Master Repurchase this Agreement, any other Credit Document, any of the Obligations or any other collateral Collateral or other security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent or any Lender, (b) 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 the Seller Borrower or any other guarantor against the BuyerAdministrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Parent or the GuarantorsBorrower or any other guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower or any other guarantor for the Obligations, or of the Guarantors from Parent under this GuarantyArticle XI, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsParent, the Buyer Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Borrower or any other Person or against the Pledged any Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Seller Borrower or any such other Person or to realize upon any such collateral Collateral or other security or guarantee or to exercise any such right of offset, or any release of the Seller Borrower or any such other Person or of any such collateral Collateral or other security, guarantee or right of offset, shall not relieve the Guarantors Parent of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent or any Lender against the GuarantorsParent. This Guaranty Article XI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Parent and the its successors and assigns thereofassigns, and shall inure to the benefit of the BuyerAdministrative Agent and the Lenders, and its their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Parent under this Guaranty Agreement shall have been satisfied by payment in full in cash, all Letters of Credit shall have expired or terminated, and the Master Repurchase Agreement Commitments shall be terminated, have been terminated (notwithstanding that from time to time during the term of the Master Repurchase this Agreement the Seller Borrower may be free from any Obligations), or until the Parent Release Date, at which time the obligations of Parent under this Article XI (other than the obligations contained in Section 11.6) shall automatically terminate.

Guaranty Absolute and Unconditional. The a. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations, such Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment, notice of acceptance of its guarantee and notice of default or nonpayment to or upon the Borrower or any of the Guarantors understand with respect to the Obligations. Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty 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 (ai) the validity, regularity or enforceability of the Master Repurchase Credit Agreement, the Notes or any other Loan Document, any of the 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 BuyerAdministrative Agent or any other Secured Party, (bii) any defense, set-off or counterclaim (other than a defense of indefeasible payment or performance) which may at any time be available to or be asserted by the Seller Borrower against the Buyer, Administrative Agent or any other Secured Party or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorssuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Borrower for the Obligations, or of the Guarantors from such Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Administrative Agent or any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against the Seller Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Administrative Agent or the other Secured Parties against the Guarantorssuch 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 Guarantors each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations Administrative Agent and the obligations of other Secured Parties until the Guarantors under this Guaranty shall have been satisfied by payment Discharge in full and the Master Repurchase Agreement shall be terminated, notwithstanding that from time to time during the term of the Master Repurchase Agreement the Seller may be free from any ObligationsFull has occurred.

Guaranty Absolute and Unconditional. The Guarantors understand Each Guarantor understands and agree agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and punctual payment and performance by the Seller Borrower of the Obligations and not of their collectibility only, only and is in no way conditioned upon any requirement that the Buyer Lender first attempt to collect any of the obligations Obligations from the SellerBorrower or any other Guarantor, without regard to (a) the validity, regularity or enforceability of the Master Repurchase AgreementLoan Agreement or any other Loan Document, any of the Obligations or the obligations of each Guarantor hereunder or any other collateral security therefor or guarantee thereof or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (b) 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 the Seller Borrower against the BuyerLender or any other Guarantor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Borrower or the Guarantorsany Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Borrower from the Obligations, or of the Guarantors any Guarantor from this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantorsany Guarantor, the Buyer Lender may, but shall be under no obligation to, pursue such rights rights, powers, privileges and remedies as it may have against the Seller Borrower or any other Person or against the Pledged Guaranty Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors 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 lawlaw or equity, of the Buyer Lender against the Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and each of its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guaranty shall have been satisfied by performance and payment in full and the Master Repurchase Loan Agreement and the other Loan Documents shall be have been terminated, notwithstanding that from time to time during the term of the Master Repurchase Loan Agreement the Seller a Borrower may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand Transferee OP Guarantor waives any and agree all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Transferee or the Transferee OP Guarantor and any Beneficiary shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Transferee OP Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Transferee or the Transferee OP Guarantor with respect to the Obligations. The Transferee OP Guarantor understands and agrees that 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 merely 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, collectibility) without regard to (a) the validity, regularity or enforceability of the Master Repurchase Agreementany Relevant Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyerany Beneficiary, (b) 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 the Seller Transferee against the Buyerany Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller Transferee or the GuarantorsTransferee OP Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from Transferee for the Obligations, or of the Guarantors from Transferee OP Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsTransferee OP Guarantor, the Buyer any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller Transferee or any other Person person or entity or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer any Beneficiary to pursue such other rights or remedies or to collect any payments from the Seller Transferee or any such other Person person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Transferee or any such other Person person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Transferee 0P Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer any Beneficiary against the GuarantorsTransferee OP 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 Guarantors Transferee OP Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BuyerBeneficiaries, and its their respective PARTICIPATION AGREEMENT [N603SW] A-3 68 successors, indorseesendorsees, transferees and assigns, until all of the Obligations and the obligations of the Guarantors Transferee OP Guarantor under this Guaranty Agreement shall have been satisfied by payment and performance in full and full. The Transferee OP Guarantor further agrees that, without limiting the Master Repurchase Agreement generality of this Guaranty, if any Beneficiary (or any assignee thereof) shall be terminatedprevented by applicable law from exercising its remedies (or any of them) against the Transferee under any Operative Document, notwithstanding such Beneficiary (or any assignee thereof) shall be entitled to receive hereunder from the Transferee OP Guarantor, upon demand therefor, the sums that would have otherwise been due from time the Transferee had such remedies been able to time during the term of the Master Repurchase Agreement the Seller may be free from any Obligationsexercised.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Administrative Agent on behalf of Buyer Parties, 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 Seller or the Guarantor with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase AgreementAgreement and the other Program Agreements, any of the Obligations or any other lien on the collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerAdministrative Agent, (bii) 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 the Seller against the BuyerAdministrative Agent or Buyers, or (ciii) any defense Guarantor has to performance hereunder and any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance, (iv) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Guarantor's liability hereunder, or (v) any defense arising by reason of or deriving from (1) any claim or defense based upon an election of remedies by the Administrative Agent, such as nonjudicial foreclosure, or (2) any election by the Administrative Agent under Section 1111(b) of the Bankruptcy Code, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantor. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent on behalf of Buyer Parties against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the their successors and assigns thereof, and shall inure to the benefit of the BuyerAdministrative Agent, the Buyers and its their respective successors, indorsees, transferees and assigns, LEGAL02/37795261v9 until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Agreement and the other Program Agreements, the Seller may be free from any Obligations.

Guaranty Absolute and Unconditional. The Guarantors understand (a) Guarantor waives any and agree that all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty; the 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 any Borrower or the Guarantor, on the one hand, and the Lender, 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 any Borrower or the Guaranty with respect to the 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 (ai) the validity, regularity validity or enforceability of the Master Repurchase Loan Agreement, the other Facility Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the BuyerLender, (bii) 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 the Seller it or any Borrower against the BuyerLender, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller any Borrower or the GuarantorsGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller from any Borrower for the Obligations, or of the Guarantors from Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the GuarantorsGuarantor, the Buyer Lender may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against the Seller any Borrower or any other Person or against the Pledged Collateral or any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer Lender to pursue such other rights or remedies or to collect any payments from the Seller 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 Seller any Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer Lender against the GuarantorsGuarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors Guarantor and the its successors and assigns thereof, and shall inure to the benefit of the BuyerLender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors Guarantor under this Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be terminatedfull, notwithstanding that from time to time during the term of the Master Repurchase Loan Agreement the Seller Borrowers may be free from any Obligations.