Common use of Limited Guarantee Clause in Contracts

Limited Guarantee. (a) No later than the third Business Day prior to each Remittance Date, the Servicer (if other than Clayton) shall notify Clayton of the amount of any Guarantee Paymexx xxx such Remittance Xxxx. Not later than the Business Day preceding each Remittance Date, Clayton shall deposit any such Guarantee Payment for such Remittanxx Xxxx into the related Certificate Account. (b) The obligations of Clayton under this Agreement shall not terminate upon or otherwise xx xxxected by an Event of Default pursuant to Article IX of this Agreement. (c) The obligation of Clayton to provide the Limited Guarantee under this Agreement shalx xxxxxnate on the Final Remittance Date. (d) The obligation of Clayton to make the Guarantee Payments described in subsection (a) xxxxx shall be unconditional and irrevocable and shall constitute an unsecured obligation of Clayton and will rank on a parity with all other unsecured and unsxxxxxxxated indebtedness of Clayton. Clayton acknowledges that its obligation to make the Guarxxxxx Xayxxxxx xescribed in subsection (a) above shall be deemed a guarantee by Clayton of indebtedness of the Trust Fund for money borrowed from xxx Xxxss B-2 Certificateholders, and Clayton acknowledges and agrees that it has no right of reimbursemxxx, xxdemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations under this Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balance. (e) If Clayton fails to make a Guarantee Payment in whole or in part, Claxxxx xxall promptly notify the Trustee in writing, and the Trusxxx xxxll promptly notify the Rating Agencies. Clayton shall promptly notify the Rating Agencies in the event of xxx xxxmination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to a change by merger.

Limited Guarantee. (a) No later than To induce the third Business Day Guaranteed Party to enter into the Merger Agreement, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally agrees to be responsible for and guarantee the due and punctual performance by Parent and Merger Sub of, and to cause Parent and Merger Sub to perform, all of their obligations under the Merger Agreement that are to be performed by Parent or Merger Sub on or prior to each Remittance Datethe Effective Time (the "Obligations"), provided that the Servicer (if other than Clayton) maximum aggregate liability of Guarantor hereunder shall notify Clayton of not in any event exceed the amount of the Parent Termination Fee (the "Cap"), it being understood that in no event shall this Limited Guarantee be enforced without giving effect to the Cap. In addition to the Guaranteed Party's other rights under this Limited Guarantee and the Merger Agreement, if Parent becomes obligated to pay the Parent Termination Fee and does not do so in full within the time provided in the Merger Agreement, Guarantor will pay the Parent Termination Fee within five Business Days after the date Parent should have paid the Parent Termination Fee. The obligation of Guarantor pursuant to this Limited Guarantee shall terminate and be of no further force or effect immediately upon the earlier of (i) the Effective Time and (ii) three (3) months following any termination of the Merger Agreement; provided that this Limited Guarantee Paymexx xxx shall not so terminate as to any claim for which notice has been given to Guarantor (which notice shall be deemed given upon notice to Parent and Merger Sub pursuant to the Merger Agreement) prior to termination of Guarantor’s obligation pursuant to this Limited Guarantee until final resolution and payment in full of such Remittance Xxxxclaim. Not later than All payments hereunder shall be made in lawful money of the Business Day preceding each Remittance DateUnited States, Clayton shall deposit any such Guarantee Payment for such Remittanxx Xxxx into the related Certificate Account. (b) in immediately available funds. The obligations of Clayton under the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against the Guarantor to enforce this Agreement shall not terminate upon or otherwise xx xxxected by an Event of Default pursuant to Article IX of this Agreement. (c) The obligation of Clayton to provide the Limited Guarantee under this Agreement shalx xxxxxnate whether or not any other Person is joined as a party thereto. Notwithstanding anything to the contrary set forth herein, the Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Final Remittance Date. (d) The obligation Guaranteed Party in connection with the enforcement of Clayton its rights hereunder if the Guarantor fails or refuses to make any payment to the Guarantee Payments described in subsection (a) xxxxx shall be unconditional Guaranteed Party hereunder when due and irrevocable payable and shall constitute an unsecured obligation of Clayton and will rank on a parity with all other unsecured and unsxxxxxxxated indebtedness of Clayton. Clayton acknowledges it is judicially determined that its obligation the Guarantor is required to make the Guarxxxxx Xayxxxxx xescribed in subsection (a) above shall be deemed a guarantee by Clayton of indebtedness of the Trust Fund for money borrowed from xxx Xxxss B-2 Certificateholders, and Clayton acknowledges and agrees that it has no right of reimbursemxxx, xxdemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations under this Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balancesuch payment hereunder. (e) If Clayton fails to make a Guarantee Payment in whole or in part, Claxxxx xxall promptly notify the Trustee in writing, and the Trusxxx xxxll promptly notify the Rating Agencies. Clayton shall promptly notify the Rating Agencies in the event of xxx xxxmination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to a change by merger.

Limited Guarantee. (a) No later than the third Business Day prior to each Remittance Date, the Servicer (if other than Clayton) shall notify Clayton of the amount thx xxxxxt of any Guarantee Paymexx xxx Guaranxxx Xxxment for such Remittance XxxxDate. Not later than the Business Day preceding each Remittance Date, Clayton shall deposit any such Guarantee Payment Guarxxxxx Xayment for such Remittanxx Xxxx Remittance Date into the related Certificate Account. (b) The obligations of Clayton under this Agreement shall not terminate xxx xxxminate upon or otherwise xx xxxected be affected by an Event of Default pursuant to Article IX of this Agreement. (c) The obligation of Clayton to provide the Limited Guarantee under Guarxxxxx xnder this Agreement shalx xxxxxnate shall terminate on the Final Remittance Date. (d) The obligation of Clayton to make the Guarantee Payments described Paymexxx xxxcribed in subsection (a) xxxxx above shall be unconditional and irrevocable and shall constitute an unsecured obligation of Clayton and will rank on a parity with all wxxx xxx other unsecured and unsxxxxxxxated unsubordinated indebtedness of Clayton. Clayton acknowledges that its obligation to xxx xxxigxxxxx xo make the Guarxxxxx Xayxxxxx xescribed Guarantee Payments described in subsection (a) above shall be deemed a guarantee by Clayton of indebtedness of the Trust Fund Trusx Xxxx for money borrowed from xxx Xxxss the Class B-2 Certificateholders, and Clayton acknowledges and agrees that it has thax xx xxs no right of reimbursemxxxreimbursement, xxdemnityindemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations under this Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balance. (e) If Clayton fails to make a Guarantee Payment Pxxxxxx in whole or in part, Claxxxx xxall Clayton shall promptly notify the Trustee in writingTxxxxxx, and the Trusxxx xxxll Trustee shall promptly notify the Rating Agencies. Clayton shall promptly notify the Rating Agencies Rxxxxx Xgencies in the event of xxx xxxmination any termination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to a change by merger.

Limited Guarantee. (a) No later than Parent hereby absolutely, unconditionally and irrevocably guarantees to the third Business Day prior to each Remittance DateSellers the due, punctual and faithful performance by the Servicer (if other than Clayton) shall notify Clayton Buyer of the amount Buyer’s obligations set forth in [REDACTED] and, until the consummation of the Closing, any Guarantee Paymexx xxx such Remittance Xxxx. Not later than the Business Day preceding each Remittance Date, Clayton shall deposit any such Guarantee Payment for such Remittanxx Xxxx into the related Certificate Account. (b) The obligations other obligation of Clayton Buyer under this Agreement shall not terminate upon that is to be performed prior to or otherwise xx xxxected by an Event of Default pursuant to Article IX of this Agreement. (c) The obligation of Clayton to provide the Limited Guarantee under this Agreement shalx xxxxxnate on the Final Remittance Date. Closing Date (d) The obligation of Clayton to make the Guarantee Payments described in subsection (a) xxxxx shall be unconditional “Obligations”), if, as and irrevocable and shall constitute an unsecured obligation of Clayton and will rank on a parity with all other unsecured and unsxxxxxxxated indebtedness of Claytonwhen due. Clayton acknowledges that its obligation to make the Guarxxxxx Xayxxxxx xescribed in subsection (a) above shall be deemed a guarantee by Clayton of indebtedness of the Trust Fund for money borrowed from xxx Xxxss B-2 CertificateholdersFurther, and Clayton acknowledges and each Seller hereby agrees that it has no right of reimbursemxxx, xxdemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations under this Agreement, other than the right to receive distributionsthat, to the extent availablethe Buyer is relieved of all or any portion of the Obligations by the satisfaction thereof, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to any agreement with any Seller, the Limited Guarantee exceed Seller Representative or otherwise, Parent shall be equivalently relieved of such Obligations. If the Original Class B-2 Principal Balance. (e) If Clayton Buyer fails to make a Guarantee Payment in whole or in part, Claxxxx xxall promptly notify the Trustee in writing, and the Trusxxx xxxll promptly notify the Rating Agencies. Clayton shall promptly notify the Rating Agencies in the event of xxx xxxmination perform any of the Limited Guarantee Obligations when due, the Seller Representative shall provide notice to Parent of such failure, with such notice providing reasonable details regarding the Obligations unfulfilled by the Buyer and for which performance is being sought from Parent hereunder. Such demand may be made after the time for performance of all or any change part of the Person providing the Limited GuaranteeObligations is due, including but not limited punctually performed by the Buyer. To the extent the Buyer fails to perform any of the Obligations when due, the Seller Representative shall have no obligation to exhaust its legal recourses against Buyer prior to asserting a change by merger.claim hereunder or instituting any action or proceeding against Parent. Notwithstanding anything to the contrary herein, Parent reserves the right to assert any and all defenses which the Buyer may have to performance of the Obligations. The parties have caused this Agreement to be executed and delivered as of the date first written above. THE COMPANY: Xxxxxxxx Street Real Estate Capital LLC By: <Signed> Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Chief Executive Officer THE SELLERS: By: <Signed> Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxx Address: [REDACTED] By: <Signed> Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Address: [REDACTED] By: <Signed> Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxxx Address: [REDACTED] By: <Signed> Xxxx Xxxxxxx Xxxx Xxxxxxx Address: [REDACTED] By: <Signed> Xxxxx Xxxxxx Xxxxx Xxxxxx Address: [REDACTED] By: <Signed> Xxx Xxxxxxx Xxx Xxxxxxx Address: [REDACTED] THE BUYER: Colliers Investment Management Holdings, LLC By: <Signed> Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: President By: <Signed> Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary

Limited Guarantee. (a) No later than the third Business Day prior to each Remittance Date, the Servicer (if other than Clayton) shall notify Clayton of the amount of any Guarantee Paymexx Paymenx xxx such xuch Remittance Xxxx. Not Xot later than the Business Day preceding each Remittance Date, Clayton shall deposit any such xxx xxch Guarantee Payment for such Remittanxx Xxxx Remittance Date into the related Certificate Account. (b) The obligations of Clayton under this Agreement shall not terminate upon or otherwise xx xxxected xxxxcted by an Event of Default pursuant to Article IX of this Agreement. (c) The obligation of Clayton to provide the Limited Guarantee under this Agreement shalx xxxxxnate shall xxxxxxate on the Final Remittance Date. (d) The obligation of Clayton to make the Guarantee Payments described in subsection (a) xxxxx shall xhall be unconditional and irrevocable and shall constitute an unsecured obligation of Clayton and will rank on a parity with all other unsecured and unsxxxxxxxated unsuxxxxxxxted indebtedness of Clayton. Clayton acknowledges that its obligation to make the Guarxxxxx Xayxxxxx xescribed Guaraxxxx Xxymxxxx xxscribed in subsection (a) above shall be deemed a guarantee by Clayton of indebtedness of the Trust Fund for money borrowed from xxx Xxxss txx Xxxxs B-2 Certificateholders, and Clayton acknowledges and agrees that it has no right of reimbursemxxxreimbursemexx, xxdemnityxxxemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations under this Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balance. (e) If Clayton fails to make a Guarantee Payment in whole or in part, Claxxxx xxall Clayxxx xxxll promptly notify the Trustee in writing, and the Trusxxx xxxll Trustxx xxxxl promptly notify the Rating Agencies. Clayton shall promptly notify the Rating Agencies in the event of xxx xxxmination axx xxxxination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to a change by merger.

Limited Guarantee. (a) No later than the third Business Day prior to each Remittance Date, the Servicer (if other than Clayton) shall notify Clayton Xxxxxxn of the amount of any xx xxx Guarantee Paymexx xxx Payment for such Remittance XxxxDate. Not later than the Business Day preceding each Remittance Date, Clayton shall deposit any such xxx xxch Guarantee Payment for such Remittanxx Xxxx Remittance Date into the related Certificate Account. (b) The obligations of Clayton under this Agreement Agxxxxxxx shall not terminate upon or otherwise xx xxxected be affected by an Event of Default pursuant to Article IX of this Agreement. (c) The obligation of Clayton to provide the Limited thx Xxxxxed Guarantee under this Agreement shalx xxxxxnate shall terminate on the Final Remittance Date. (d) The obligation of Clayton to make the Guarantee Gxxxxxxxe Payments described in subsection (a) xxxxx above shall be unconditional and irrevocable and shall constitute an unsecured obligation of Clayton and will rank on a parity xx x xarity with all other unsecured and unsxxxxxxxated unsubordinated indebtedness of Clayton. Clayton acknowledges that its acknxxxxxxxs xxxx xxs obligation to make the Guarxxxxx Xayxxxxx xescribed Guarantee Payments described in subsection (a) above shall be deemed a guarantee by Clayton of indebtedness of the indebtednexx xx xhe Trust Fund for money borrowed from xxx Xxxss the Class B-2 Certificateholders, and Clayton acknowledges and agrees xxx xxxees that it has no right of reimbursemxxxreimbursement, xxdemnityindemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations under this Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balance. (e) If Clayton fails to make a Guarantee x Xxxxantee Payment in whole or in part, Claxxxx xxall promptly notify Clayton shall promptlx xxxxxy the Trustee in writingTrustee, and the Trusxxx xxxll Trustee shall promptly notify the Rating Agencies. Clayton shall promptly notify promptlx xxxxxy the Rating Agencies in the event of xxx xxxmination any termination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to a change by merger.

Limited Guarantee. (a) No later than the third Business Day prior to each Remittance Date, the Servicer (if other than Clayton) shall notify Clayton of the amount of any Guarantee Paymexx Payment xxx such xxxh Remittance XxxxDaxx. Not Xxx later than the Business Day preceding each Remittance Date, Clayton shall deposit any such Guarantee Payment for such Remittanxx Remittance Xxxx into xxto the related Certificate Account. (b) The obligations of Clayton under this Agreement shall not terminate upon or otherwise xx xxxected be xxxxxxed by an Event of Default pursuant to Article IX of this Agreement. (c) The obligation of Clayton to provide the Limited Guarantee under this Agreement shalx xxxxxnate shall txxxxxxxe on the Final Remittance Date. (d) The obligation of Clayton to make the Guarantee Payments described in subsection (a) xxxxx shall abxxx xxxll be unconditional and irrevocable and shall constitute an unsecured obligation of Clayton and will rank on a parity with all other unsecured and unsxxxxxxxated unsuboxxxxxxxd indebtedness of Clayton. Clayton acknowledges that its obligation to make the Guarxxxxx Xayxxxxx xescribed Guarantxx Xxxxenxx xxxxribed in subsection (a) above shall be deemed a guarantee by Clayton of indebtedness of the Trust Fund for money borrowed from xxx Xxxss the Xxxxx B-2 Certificateholders, and Clayton acknowledges and agrees that it has no right of reimbursemxxxreimbursement, xxdemnityxxxxxnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations under this Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balance. (e) If Clayton fails to make a Guarantee Payment in whole or in part, Claxxxx xxall Claytox xxxxx promptly notify the Trustee in writing, and the Trusxxx xxxll Trustee xxxxx promptly notify the Rating Agencies. Clayton shall promptly notify the Rating Agencies in the event of xxx xxxmination any xxxxxxation of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to a change by merger.

Limited Guarantee. This Limited Guarantee is being entered into to induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Xxxxxxxxx XXX Acquisition, LLC, a Delaware limited liability company (“Parent”), Ferdinand FFP Merger Sub 1, Inc., a Delaware corporation (“Company Merger Sub”), Ferdinand FFP Merger Sub 2, LLC, a Delaware limited liability company (“LLC Merger Sub”) and the Guaranteed Party, pursuant to which, subject to the terms and conditions set forth therein, among other things, Company Merger Sub will be merged with and into the Guaranteed Party and the Guaranteed Party will continue as the surviving corporation of the Company Merger and LLC Merger Sub will be merged with and into Focus LLC and Focus LLC will continue as the surviving limited liability company of the LLC Merger. Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party the due and punctual payment of (a) No later than the third Business Day prior to each Remittance Date, the Servicer (if other than Clayton) shall notify Clayton a portion of the amount of any Guarantee Paymexx xxx such Remittance Xxxx. Not later than Parent Willful Breach Damages equal to (x) the Business Day preceding each Remittance DateGuarantor’s Pro Rata Percentage multiplied by (y) Parent Willful Breach Damages, Clayton shall deposit any such Guarantee Payment for such Remittanxx Xxxx into the related Certificate Account. and (b) The obligations a portion of Clayton under this Agreement shall not terminate upon or otherwise xx xxxected the Reimbursement Obligations equal to (x) the Guarantor’s Pro Rata Percentage multiplied by an Event of Default (y) any Reimbursement Obligations if and when payable pursuant to Article IX Section 6.18(b) of this Agreement. the Merger Agreement (c) The obligation of Clayton to provide the Limited Guarantee under this Agreement shalx xxxxxnate on the Final Remittance Date. (d) The obligation of Clayton to make the Guarantee Payments obligations described in subsection clauses (a) xxxxx and (b), collectively, “Obligations”). Notwithstanding anything to the contrary in this Limited Guarantee, the maximum aggregate liability of all of the Guarantors under this Limited Guarantee (including with respect to the Obligations, in the case where any Obligations are payable) will not exceed the Guarantors’ aggregate Pro Rata Percentage of $300,701,096 (such amount, the “Total Cap” and such aggregate Pro Rata Percentage of such Total Cap, the “Cap”) and the maximum liability of any one Guarantor under this Limited Guarantee will not exceed an amount equal to the Guarantor’s Pro Rata Percentage of the Total Cap (such amount being such Guarantor’s “Maximum Amount”). The Guaranteed Party hereby agrees that the Guarantors shall in no event be unconditional required to pay the Guaranteed Party or any other Person, pursuant to this Limited Guarantee, any amount other than the Obligations or more than the Cap and, with respect to each Guarantor, such Guarantor’s Maximum Amount, and irrevocable that this Limited Guarantee may not be enforced against any Guarantor other than for the Obligations or without giving effect to the Cap and the Maximum Amount. If Parent or Merger Subs fails to discharge any portion of the Parent Willful Breach Damages or Reimbursement Obligations when due and payable, then at the Guaranteed Party’s option, each Guarantor’s liability to the Guaranteed Party hereunder in respect of such portion of the Obligations (up to such Guarantor’s Maximum Amount) shall constitute an unsecured obligation become immediately due and payable, and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as the Obligations remain unpaid, take any and all actions available hereunder to collect such Guarantor’s liabilities hereunder or under applicable Law in respect of Clayton the Obligations, subject to such Guarantor’s Maximum Amount. It is acknowledged and agreed that this Limited Guarantee will expire and will rank on a parity with all other unsecured have no further force or effect, and unsxxxxxxxated indebtedness of Claytonthe Guaranteed Party will have no rights hereunder, upon the Closing. Clayton acknowledges To the extent that Parent is relieved from its obligation to make pay any portion of any Parent Willful Breach Damages or any Reimbursement Obligations under the Guarxxxxx Xayxxxxx xescribed in subsection (a) above Merger Agreement by satisfaction thereof or pursuant to any written agreement with the Guaranteed Party to such effect, such Guarantor shall be deemed a guarantee by Clayton similarly relieved of indebtedness such portion of the Trust Fund for money borrowed from xxx Xxxss B-2 Certificateholders, and Clayton acknowledges and agrees that it has no right of reimbursemxxx, xxdemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations Obligations under this AgreementLimited Guarantee. The parties hereto acknowledge and agree that, other than concurrently with the right to receive distributions, to the extent available, from the Trust Fund as provided in execution and delivery of this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balance. (e) If Clayton fails to make a Guarantee Payment in whole or in part, Claxxxx xxall promptly notify the Trustee in writing, and the Trusxxx xxxll promptly notify the Rating Agencies. Clayton shall promptly notify the Rating Agencies in the event of xxx xxxmination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not certain other investors (the “Other Guarantors”) have delivered to the Guaranteed Party a limited guarantee of even date herewith with respect to a change by mergerportion of the Obligations (the “Other Guarantor Limited Guarantees”). The Guaranteed Party may only enforce the obligations of each Guarantor under this Section 1 if the Guaranteed Party enforces the obligations of each Other Guarantor pursuant to such Other Guarantor’s Other Guarantor Limited Guarantee; provided that if an Other Guarantor has satisfied its obligation under such Other Guarantor’s Other Guarantor Limited Guarantee shall not impair the ability of the Guaranteed Party to enforce the obligations of the Guarantor under this Section 1. For purposes hereof, (x) “Parent Willful Breach Damages” means any obligation of Parent to pay monetary damages, if any, awarded to the Company pursuant to Section 8.2 of the Merger Agreement following a termination of the Merger Agreement in which it is determined pursuant to a final and non-appealable determination of a court of competent jurisdiction that Parent committed a Willful Breach (in each case subject to the limitations set forth in the Merger Agreement) and (y) a Guarantor’s “Pro Rata Percentage” means the “Pro Rata Percentage” set forth next to such Guarantor’s name on Schedule A attached hereto.

Limited Guarantee. (a) No later than the third Business Day prior to each Remittance Date, the Servicer (if other than Clayton) shall notify Clayton of the amount of any Guarantee Paymexx xxx Guaraxxxx Xxyment for such Remittance XxxxXxxxxxxnce Date. Not later than the Business Day preceding each Remittance Date, Clayton shall deposit 72 xxxxx xeposit any such Guarantee Payment for such Remittanxx Xxxx Remittance Date into the related Certificate Account. (b) The obligations of Clayton under this Agreement shall not terminate upon or otherwise xx xxxected xxxxxxise be affected by an Event of Default pursuant to Article IX of this Agreement. (c) The obligation of Clayton to provide the Limited Guarantee under this Agreement shalx xxxxxnate Agrexxxxx xhall terminate on the Final Remittance Date. (d) The obligation of Clayton to make the Guarantee Payments described in subsection subsxxxxxx (a) xxxxx above shall be unconditional and irrevocable and shall constitute an unsecured obligation of Clayton and will rank on a parity with all other unsecured and unsxxxxxxxated unsecurxx xxx unsubordinated indebtedness of Clayton. Clayton acknowledges that its obligation to make the Guarxxxxx Xayxxxxx xescribed makx xxx Xuaxxxxxx Payments described in subsection (a) above shall be deemed a guarantee by Clayton of indebtedness of the Trust Fund for money borrowed from xxx Xxxss borrxxxx xxom the Class B-2 Certificateholders, and Clayton acknowledges and agrees that it has no right of reimbursemxxxxxxxxxxsement, xxdemnityindemnity, exoneration, contribution or other similar right of recovery arising from amounts expended pursuant to its obligations under this Agreement, other than the right to receive distributions, to the extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balance. (e) If Clayton fails to make a Guarantee Payment in whole or in partxxxx, Claxxxx xxall Clayton shall promptly notify the Trustee in writing, and the Trusxxx xxxll anx xxx Xrustee shall promptly notify the Rating Agencies. Clayton shall promptly notify the Rating Agencies in the event xxxxx of xxx xxxmination any termination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to a change by merger.