Common use of Nature of Guarantee Clause in Contracts

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company under the Agreement and (b) assert defenses which the Company may have under or with respect to the Agreement to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decision.

Nature of Guarantee. This The Guarantor acknowledges and agrees that its guarantee obligations under this Guarantee is a primary and original obligation of Guarantor Agreement shall be construed as continuing, absolute and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect unconditional without regard to (a) the validity, regularity or enforceability of any invalidity Loan Documents, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the execution and delivery Security Agent or any Creditor, (b) any defense, set-off or counterclaim (other than a defense of the Agreement payment or performance) which may at any time be available to or be asserted by the Company or the execution and delivery by Guarantor against the Security Agent or any Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in bankruptcy or in any other agreement between the Company and the Guaranteed Partyinstance. The Guarantor’s 's obligations hereunder with respect to any Guaranteed Obligations shall not be affected by the existence, validity, enforceability, perfection substitution, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the for such Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party Security Agent shall be entitled but shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that owing to it if the Company becomes subject to a bankruptcy, reorganization or similar proceeding, proceeding and the failure of the Guaranteed Party Security Agent to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that If any payment to the Security Agent made by the Company or the Guarantor with respect to any Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company under the Agreement and (b) assert defenses which that the Company may have under or with respect to the Agreement Loan Documents to payment of any Obligations Guaranteed Obligation other than (i) defenses arising from the bankruptcy bankruptcy, insolvency, incapacity, liquidation or insolvency dissolution of the Company or the Company’s failure to have the authority to , and (xii) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability defenses arising out of the parties hereto with respect to the subject matter matters described above in this Section 2.03 or any other circumstance or event that might otherwise constitute a legal or equitable discharge of such arbitral decisiona guarantor or a surety generally.

Nature of Guarantee. This The Guarantor acknowledges and agrees that its guarantee obligations under this Guarantee is a primary and original obligation of Guarantor Agreement shall be construed as continuing, absolute and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect unconditional without regard to (a) the validity, regularity or enforceability of any invalidity Operative Documents, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the execution and delivery Security Agent or any Creditor, (b) any defense, set-off or counterclaim (other than a defense of the Agreement payment or performance) which may at any time be available to or be asserted by the Company or the execution and delivery by Guarantor against the Security Agent or any Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in bankruptcy or in any other agreement between the Company and the Guaranteed Partyinstance. The Guarantor’s 's obligations hereunder with respect to any Guaranteed Obligations shall not be affected by the existence, validity, enforceability, perfection substitution, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the for such Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party Security Agent shall be entitled to but shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that owing to it if the Company becomes subject to a bankruptcy, reorganization or similar proceeding, proceeding and the failure of the Guaranteed Party Security Agent to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that If any payment to the Security Agent made by the Company or the Guarantor with respect to any Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company under the Agreement and (b) assert defenses which that the Company may have under or with respect to the Agreement Operative Documents to payment of any Obligations Guaranteed Obligation other than (i) defenses arising from the bankruptcy bankruptcy, insolvency, incapacity, liquidation or insolvency dissolution of the Company or the Company’s failure to have the authority to , and (xii) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability defenses arising out of the parties hereto with respect to the subject matter matters described above in this Section 2.03 or any other circumstance or event that might otherwise constitute a legal or equitable discharge of such arbitral decisiona guarantor or a surety generally.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to hereby agrees that the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder Obligations shall not be deemed to have been released, dismissed, impaired, reduced, discharged, paid, observed or performed or affected as the result of the bankruptcy, insolvency, disability, dissolution, receivership, reorganization or lack of corporate or other power of Parent or Merger Sub, and Guarantor’s liability in respect thereof shall continue and not be discharged, including, without limitation, the case in which any payment or performance thereof by the existence, validity, enforceability, perfection Parent or extent Merger Sub is recovered from or paid over by or on behalf of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to by reason of a fraudulent transfer by Parent or Merger Sub or as a preference in any bankruptcy of Parent or Merger Sub. Without limiting the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The foregoing, Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunderunder this Guarantee. In the event that any payment to the Guaranteed Party in respect of any the Obligations is rescinded or must otherwise be returned for in connection with the insolvency or bankruptcy of any reason whatsoeverof Parent or Merger Sub (including, without limitation, the rejection of the Merger Agreement in an insolvency or bankruptcy of any of Parent or Merger Sub, as the case may be), Guarantor shall remain liable hereunder under this Guarantee with respect to such Obligations the Obligation as if such payment had not been made. The This is an unconditional guarantee of payment and not of collectability. Notwithstanding any other provision of this Guarantee, Guaranteed Party hereby agrees that Guarantor reserves the right may assert, as a defense to (a) such payment or performance by Guarantor under this Guarantee, any rights, remedies, set-off offs and defenses to such payment or performance that the Parent or Merger Sub could assert against any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company under the terms of the Merger Agreement (other than any such rights, remedies, set-offs and (b) assert defenses which arising out of, due to, or as a result of, the Company may have under insolvency or with respect to the Agreement to payment bankruptcy of any Obligations other than defenses arising from of Parent or Merger Sub (including, without limitation, the bankruptcy or insolvency rejection of the Company Merger Agreement in an insolvency or bankruptcy of any of Parent or Merger Sub, as the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisioncase may be)).

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Each Rescap Party. The Guarantor’s obligations hereunder are full recourse obligations, continuing, absolute, irrevocable and unconditional, and shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor therefor, the validity, regularity or enforceability of the Underlying Master Agreements, the absence of any action to enforce any other Rescap Party’s obligations under any of the Underlying Master Agreements, any waiver or consent by any other Rescap Party with respect to any provisions of the Underlying Master Agreements, any set-off or counterclaim, or by any other circumstance relating to the Guaranteed Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor guarantee set forth in this Section 6 (excluding the defense of payment or performance, neither of which is waived). This is a guarantee of payment and performance and not available to the Company. The Guarantor a guarantee of collection, and each Rescap Party agrees that the Guaranteed Party GMAC IM may resort to the Guarantor each Rescap Party for payment of any of the Guaranteed Obligations owed to it whether or not the Guaranteed Party GMAC IM shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor Rescap Obligor principally or secondarily obligated with respect to liable for any of the Guaranteed Obligations, and whether or not GMAC IM has pursued any other remedy available to it. The Guaranteed Party GMAC IM shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that the Company any Rescap Party becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party GMAC IM to so file shall not affect the Guarantoreach Rescap Party’s obligations hereunder. In the event that any payment to the Guaranteed Party GMAC IM in respect of any Guaranteed Obligations owed to it is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor each Rescap Party shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment had not been mademade and this guarantee shall be reinstated, if applicable. The Guarantor reserves the right to (a) No payment or payments made by a Rescap Party or received or collected by GMAC IM from a Rescap Party by virtue of any action or proceeding or any set-off against or appropriation or application at any time or from time to time in reduction of or in payment that has become due and payable hereunder any amount that has become due and payable by of the Guaranteed Party Obligations shall be deemed to the Company under the Agreement and (b) assert defenses which the Company may have under modify or with respect to the Agreement to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine release the liability of the parties hereto with respect to the subject matter of such arbitral decisioneach Rescap Party hereunder.

Nature of Guarantee. This The Guarantor acknowledges and agrees that its guarantee obligations under this Guarantee is a primary and original obligation of Guarantor Agreement shall be construed as continuing, absolute and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect unconditional without regard to (a) the validity, regularity or enforceability of any invalidity Operative Documents, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the execution and delivery Security Agent or any Creditor, (b) any defense, set-off or counterclaim (other than a defense of the Agreement payment or performance) which may at any time be available to or be asserted by the Company or the execution and delivery by Guarantor against the Security Agent or any Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in bankruptcy or in any other agreement between the Company and the Guaranteed Partyinstance. The Guarantor’s 's obligations hereunder with respect to any Guaranteed Obligations shall not be affected by the existence, validity, enforceability, perfection substitution, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the for such Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party Security Agent shall be entitled but shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that owing to it if the Company becomes subject to a bankruptcy, reorganization or similar proceeding, proceeding and the failure of the Guaranteed Party Security Agent to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that If any payment to the Security Agent made by the Company or the Guarantor with respect to any Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company under the Agreement and (b) assert defenses which that the Company may have under or with respect to the Agreement Operative Documents to payment of any Obligations Guaranteed Obligation other than (i) defenses arising from the bankruptcy bankruptcy, insolvency, incapacity, liquidation or insolvency dissolution of the Company or the Company’s failure to have the authority to , and (xii) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability defenses arising out of the parties hereto with respect to the subject matter matters described above in this Section 2.03 or any other circumstance or event that might otherwise constitute a legal or equitable discharge of such arbitral decisiona guarantor or a surety generally.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s 's obligations hereunder shall not be affected by the genuineness, validity, legality, regularity, or enforceability of the Obligations or any instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations that events, occurrences or circumstances which might otherwise constitute a legal or equitable discharge of or defense to the Guarantor of a guarantor (except for defenses of payment or performance), including but not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any limited to, all suretyship defenses, exoneration, alteration of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company underlying obligations or any other obligor principally action or secondarily obligated inaction on the part of the Beneficiary in connection with this Guarantee. Beneficiary makes no representation or warranty with respect to any such circumstance and has no duty or responsibility whatsoever to the Guarantor with respect to the management and maintenance of the ObligationsObligations or any collateral therefor. The Guaranteed Party Beneficiary shall not be obligated to file any claim relating to the Obligations in the event that the Company Guaranteed Subsidiary becomes subject to a bankruptcy, reorganization reorganization, or similar proceeding, and the failure of the Guaranteed Party Beneficiary so to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that any payment to by the Guaranteed Party in respect Subsidiary of principal or interest on any of the Obligations is rescinded invalidated, declared to be fraudulent or must otherwise preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy or insolvency laws or otherwise, this Guarantee shall remain a continuing obligation of Guarantor (and if such voidable or returned for any reason whatsoeverpayment is deemed to have caused the Guarantee to lapse or be extinguished, the Guarantee shall be revived and reinstated) so the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The No counterclaim or right of offset of any nature which Guarantor may have against Beneficiary shall reduce Guarantor's obligations hereunder, but Guarantor reserves the right to (a) set-off against assert any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party such counterclaim or right of offset in separate proceedings subsequent to the Company under the Agreement and (b) assert defenses which the Company may have under or with respect to the Agreement to payment satisfaction in full of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionhereunder.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Merger Sub, in each case to the extent that any of the foregoing does not have the effect of expanding the circumstances under which the Obligations are payable. In the event that any payment to the Guaranteed Party hereunder in respect of any the Obligations is rescinded or must otherwise be returned for any reason whatsoeverwhatsoever (other than as set forth in the last sentence of Section 8 hereof), the Guarantor Guarantors shall remain jointly and severally liable hereunder with respect to the Guaranteed Percentage of such Obligations Obligations, subject to the terms and conditions hereof (including the Cap), as if such payment had not been made. The This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of each Guarantor reserves and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Merger Sub first or any or both of the Guarantors before proceeding against any Guarantor hereunder. Notwithstanding anything herein to the contrary, the Guarantors shall have the right to (a) set-off against assert, and shall have the benefit of, any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party defenses to the Company payment of the Obligations that are available to Merger Sub under the Merger Agreement and (bor as otherwise expressly provided in Section 3(a) assert defenses which the Company may have under or with respect to the Agreement to payment of any Obligations hereof, other than defenses arising from the bankruptcy bankruptcy, reorganization or insolvency similar proceeding of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionMerger Sub.

Nature of Guarantee. This Guarantee The Guarantor’s liability hereunder is a primary and original obligation of Guarantor and is an absolute, full and unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company continuing irrespective of any other agreement between modification, amendment or waiver of or any consent to departure from the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not Merger Agreement that may be affected agreed to by the existence, validity, enforceability, perfection Parent or extent of Acquisition Sub or any collateral therefor or by any other circumstance relating to the Obligations whatsoever that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether a surety or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligationsguarantor. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Parent or Acquisition Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The Guarantor reserves the right to (a) set-off against any This Guarantee is an unconditional and continuing guarantee of payment that has become due and payable hereunder any amount that has become due not merely of collection, and payable by the Guaranteed Party shall not be required to proceed against Parent or Acquisition Sub before proceeding against the Company under Guarantor hereunder. The parties hereto acknowledge and agree that irreparable damage would occur in the Agreement event that any of the provisions of this Guarantee were not performed in accordance with its specific terms or were otherwise breached and (b) assert defenses further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Guarantee and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Guarantor further agrees that it will not oppose the Company may have under or with respect to the Agreement to payment granting of any Obligations such injunction, specific performance and other than defenses arising from equitable relief on the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to basis that (x) execute or deliver the Agreement Guaranteed Party has an adequate remedy at law or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitrationan award of an injunction, by default specific performance or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionother equitable relief is not an appropriate remedy for any reason at law or equity.

Nature of Guarantee. This Guarantee The liability of the Guarantor hereunder shall not be affected or impaired by the failure of the Guarantor to receive any benefit from, or as a result of, its execution, delivery and performance of this Limited Guarantee, and the Guarantor hereby acknowledges that it is a primary receiving direct and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to indirect benefits from the execution and delivery of the Merger Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligationstransactions contemplated thereby. The Guaranteed Party shall not be obligated to file any claim arising out of, relating to to, in connection with or based upon the Guaranteed Obligations in the event that the Company Top Parent, Parent, BBX Intermediate or Merger Sub becomes subject to a receivership, bankruptcy, reorganization reorganization, arrangement, debtor’s relief, or similar proceedingother insolvency proceedings (collectively, an “Insolvency Proceeding”), and the Guarantor irrevocably waives the requirement for the Guaranteed Party to file any such claim, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunderhereunder and shall not stay the Guarantor’s obligations as a result of the law applying to any Insolvency Proceeding or otherwise stay or delay enforcement of the Guaranteed Party’s rights hereunder against the Guarantor. In the event that any payment to the Guaranteed Party in respect of any the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such the Guaranteed Obligations as if such payment had not been made. The This Limited Guarantee is a guaranty of payment and not a guaranty of collection, and a separate action or actions may be brought and prosecuted against the Guarantor reserves the right to (a) set-off against any payment that has become due and payable hereunder any enforce this Limited Guarantee up to an amount that has become due and payable by the Guaranteed Party equal to the Company under the Agreement and (b) assert defenses which the Company may have under Cap, regardless of whether an action is brought against Top Parent, Parent, BBX Intermediate or with respect to the Agreement to payment of Merger Sub or any Obligations other than defenses arising from the bankruptcy Person, or insolvency of the Company whether Top Parent, Parent, BBX Intermediate, Merger Sub or the Company’s failure to have the authority to (x) execute any other Person is joined in any such action or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionactions.

Nature of Guarantee. This Guarantee The Guarantor’s liability hereunder is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company continuing irrespective of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existencemodification, validityamendment, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge waiver of or defense any consent to departure from the Guarantor not available Merger Agreement that may be agreed to by Holdco, Parent or Merger Sub. Without limiting the Company. The Guarantor agrees that foregoing, the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Holdco, Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of any the Obligations is rescinded or must otherwise be be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. This is an unconditional guarantee of payment and performance not of collectability. The Guarantor reserves the right to (a) set-off against any assert as a defense to such payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company Guarantor under the Agreement Limited Guarantee any rights, remedies and (b) assert defenses which the Company that Holdco, Parent or Merger Sub may have under or with respect to the Agreement to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of the Company Holdco, Parent or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the AgreementMerger Sub and other defenses expressly waived herein. Any arbitral decision (whether in This Limited Guarantee is a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability primary and original obligation of the parties hereto with respect Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the subject matter of such arbitral decisionGuarantor.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery The obligations of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligationsare irrevocable. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations Obligation in the event that the Company Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. This Limited Guarantee is an unconditional guarantee of payment in accordance with Section 1 hereof and not of collection, and a separate proceeding or proceedings may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any proceeding is brought against Parent, Merger Sub or the Guarantor or whether Parent, Merger Sub or the Guarantor are joined in any such proceeding or proceedings. In the event that any payment to the Guaranteed Party in respect of any Obligations the Obligation is rescinded or must otherwise be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations the Obligation (subject to the terms and conditions hereof) as if such payment had not been made. The Subject to the other provisions of this Limited Guarantee, the Guaranteed Party hereby agrees that the Guarantor reserves may assert, as a defense to, or release or discharge of, such payment by the right to (a) set-off Guarantor under this Limited Guarantee, against any payment that has become due and payable hereunder any amount that has become due and payable an affirmative claim by the Guaranteed Party to the Company under the Agreement Party, or any of its Affiliates , or any other Person claiming by, through or on behalf of any of them, any claim, release, rights, remedies, set-offs and (b) defenses that Parent or Merger Sub could assert defenses which the Company may have under or with respect to the Obligation pursuant to the terms of the Merger Agreement to payment of any Obligations (other than any such rights, remedies, set-offs and defenses arising from out of, due to, or as a result of, the bankruptcy insolvency, bankruptcy, reorganization or insolvency of the Company other similar proceeding affecting Parent or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionMerger Sub).

Nature of Guarantee. This Guarantee Subject to the Cap, the Guarantor’s liability hereunder is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty andand continuing irrespective, to the extent permitted by applicable lawwithout limitation, shall remain in full force and effect without regard to of (a) any invalidity with respect to the execution and delivery lack of validity or enforceability of the Merger Agreement or (b) any modification, amendment or waiver of, or any consent to departure from, the Merger Agreement that may be agreed to by Parent or Merger Sub in accordance with the Company terms of the Merger Agreement or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by (c) any other circumstance relating to the Obligations that might otherwise constitute a legal defense available to, or equitable a discharge of, Guarantor hereunder (other than payment and performance in full or termination of or defense to this Limited Guarantee in accordance with its terms). Without limiting the Guarantor not available to foregoing, the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The Guarantor reserves Subject to the right to (a) set-off against any Cap, this Limited Guarantee is an unconditional and continuing guarantee of payment that has become due of the Obligations and payable hereunder any amount that has become due and payable by not of collection of the Obligations. If the Guaranteed Party to the Company is prevented under the Agreement and (b) assert defenses which the Company may have under applicable Law or with respect to the Agreement to otherwise from demanding or accelerating payment of any of the Obligations other than defenses arising from Parent or Merger Sub by reason of any automatic stay or otherwise, the Guaranteed Party shall be entitled to receive from the bankruptcy Guarantor, upon demand therefor, the sums that otherwise would have been due had such demand or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionacceleration occurred.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. a) The Guarantor’s obligations hereunder are continuing obligations and shall not be affected by (i) the existence, validity, enforceability, perfection or extent of any collateral therefor therefore, (ii) any enforcement of, or failure to enforce any of, the provisions of the Agreement, (iii) the liquidation, dissolution, reconstruction or amalgamation or bankruptcy of Gxxxxxxx or the Guarantor, or (iv) by any other circumstance relating to the Obligations Obligation that might otherwise constitute a legal or equitable discharge of of, or defense to to, the Guarantor not available to the Company. Gxxxxxxx. b) The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations Obligation whether or not the Guaranteed Party shall have resorted to any collateral therefor therefore or shall have enforced the Agreement or proceeded against the Company or any other obligor principally or secondarily obligated Gxxxxxxx with respect to any of the Obligations. Obligation. c) The Guaranteed Party shall not be obligated to file any claim relating to the Obligations Obligation in the event that the Company Gxxxxxxx becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. d) This Guarantee shall remain in full force and effect and shall be binding on the Guarantor until the Obligation has been satisfied in full. In the event that any payment to the Guaranteed Party in respect of any Obligations the Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations Obligation as if such payment had not been made. . e) The Guarantor reserves the right to (ai) set-off against any payment that has become owing hereunder any amounts due and payable hereunder any amount that has become due and payable owing by the Guaranteed Party to the Company under the Agreement Gxxxxxxx; and (bii) assert defenses which the Company Gxxxxxxx may have under or with respect to the Agreement to payment of any Obligations Obligation other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionGxxxxxxx and other defenses expressly waived hereby.

Nature of Guarantee. This Guarantee Subject to the terms hereof, the Guarantor’s liability hereunder is a primary and original obligation of Guarantor and is an absolute, unconditional, and irrevocable guaranty andand continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, in each case to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the foregoing does not have the effect of expanding the circumstances under which the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligationsare payable. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations hereunder is rescinded or must otherwise be be, and is, returned to the Guarantor for any reason whatsoeverwhatsoever (other than as set forth in the last sentence of Section 7 hereof), the Guarantor shall remain liable hereunder with respect to such Obligations the Obligations, subject to the terms and conditions hereof (including the Cap), as if such payment had not been made. The Notwithstanding anything herein to the contrary, the Guarantor reserves shall have the right to (a) set-off against assert, and shall have the benefit of, any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party defenses to the Company payment of the Obligations that are available to Parent under the Merger Agreement and (bor otherwise expressly provided in Section 2(a) assert defenses which the Company may have under or with respect to the Agreement to payment of any Obligations hereof, other than defenses arising from the bankruptcy bankruptcy, reorganization or insolvency similar proceeding of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionParent.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s 's obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company under the Agreement and (b) assert defenses which the Company may have under or with respect to the Agreement to payment of any Obligations other than (a) defenses arising from the bankruptcy or insolvency of the Company, (b) defenses based on (i) the corporate status of the Company or and (ii) the Company’s failure power and authority of the Company to have the authority to (x) execute or deliver enter into the Agreement or (y) and to perform its obligations under the Agreement. Any arbitral decision thereunder and (whether in a contested arbitration, by default or otherwisec) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionother defenses expressly waived hereby.

Nature of Guarantee. This Guarantee The Guarantor’s liability hereunder is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to continuing irrespective of (a) any invalidity with respect to the execution and delivery lack of validity or enforceability of the Merger Agreement by the Company or the execution Equity Commitment Letter and delivery by the Company of any other agreement between or instrument referred to herein, (b) any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub or (c) any incapacity of Parent or Merger Sub. Without limiting the foregoing, the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations Obligation in the event that the Company Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party Company to so file shall not affect the Guarantor’s obligations Obligation hereunder. In the event that any payment to the Guaranteed Party Company in respect of any Obligations the Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations the Obligation as if such payment had not been made. The Guarantor reserves This Guarantee is an unconditional, irrevocable and continuing guarantee of payment and the right Obligation to (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The Company agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with the Merger Agreement and (b) assert defenses which the Company may have under or with respect to the Agreement to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have transactions contemplated thereby, against the authority to Guarantor or any Related Party (xas defined below) execute or deliver except for claims against the Agreement or (y) perform its obligations Guarantor under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionthis Guarantee.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that the Company Parent, Merger Sub or any Guarantor, as applicable, becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. This is an unconditional guarantee of payment and not of collectibility and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against any Guarantor hereunder. Subject to the terms hereof, each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to such Guaranteed Obligations (subject to the Maximum Amount) as if such payment had not been made. The Each Guarantor reserves the right to (a) set-off against any assert as a defense to such payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company Guarantors under the Agreement Limited Guarantee any rights, remedies and (b) assert defenses which the Company that Parent or Merger Sub may have under or with respect to the Agreement to payment of any Guaranteed Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of the Company Parent or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionMerger Sub and other defenses expressly waived herein.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor for the Obligations or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor, except that, save as expressly provided herein, the Guarantor does not waive any defense that is available to the CompanyObligor. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the such Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company Obligor or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party so to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations Obligation as if such payment had not been made. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company under the Agreement and (b) assert defenses which the Company Obligor may have under or with respect to the Agreement to payment of any Obligations Obligation other than (a) defenses arising from the bankruptcy or insolvency of the Company or Obligor and (b) defenses based on (i) the Company’s failure corporate status of the Obligor and (ii) the power and authority of the Obligor to have enter into the authority Guaranteed Agreement and to (x) execute or deliver the Agreement or (y) perform its obligations under thereunder or the Agreement. Any arbitral decision (whether in a contested arbitration, failure by default or otherwise) under the Agreement shall conclusively determine the liability Obligor to obtain any necessary consents to enter into any of the parties hereto with respect Guaranteed Agreement or to perform the subject matter of such arbitral decisionsaid obligations.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder are unconditional and shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor collateral, the validity, regularity or enforceability of the Loan Documents, the absence of any action to enforce an Obligor’s obligations under any of the Loan Documents, any waiver or consent by an Obligor with respect to any provisions of the Loan Agreement or any other Loan Document or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to this Guarantee (excluding the Guarantor defense of payment or statute of limitations, neither of which is waived). This is a guarantee of payment and not available to the Company. The a guarantee of collections, and Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment performance of any of the Obligations owed to it whether or not the Guaranteed Party shall have resorted to any collateral Collateral therefor or shall have proceeded against the Company or any other obligor either Obligor principally or secondarily obligated with respect to liable for any of the Obligations, including the Obligors, and whether or not the Guaranteed Party has pursued any other remedy available to it. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company an Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations owed to it is rescinded or must otherwise be returned for any reason whatsoeverwhatsoever (other than by reason of any circumstance, the other than bankruptcy or insolvency, that constitutes a legal or equitable defense available to an Obligor), Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been mademade and the Guarantee shall be reinstated, if applicable. The At any time and from time to time, upon the written request of the Guaranteed Party, and at the sole expense of Guarantor, Guarantor reserves will furnish such information regarding the right to (a) setfinancial well-off against any payment that has become due and payable hereunder any amount that has become due and payable being of Guarantor as may be reasonably requested by the Guaranteed Party to the Company under the Agreement and (b) assert defenses which the Company may have under or with respect to the Agreement to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionParty.

Nature of Guarantee. This Guarantee Subject to the terms hereof, each Guarantor’s liability hereunder is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company continuing irrespective of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existencemodification, validityamendment, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge waiver of or defense any consent to departure from the Guarantor not available Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the Company. The Guarantor agrees that foregoing, the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s any Guarantors’ obligations hereunder. In the event that any payment from any Guarantor to the Guaranteed Party in respect of any the Obligations is rescinded or must otherwise be be, and is, returned to such Guarantor for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to such Obligations (subject to such Guarantor’s Maximum Amount) as if such payment had not been made. The This is an unconditional guarantee of payment and performance not of collectability. Each Guarantor reserves the right to (a) set-off against any assert as a defense to such payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company such Guarantor under the Agreement Limited Guarantee any rights, remedies and (b) assert defenses which the Company that Parent or Merger Sub may have under or with respect to the Agreement to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of each Guarantor and is not merely the Company creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionGuarantors.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. 2.1 The Guarantor’s obligations hereunder constitute direct, unconditional, unsubordinated and unsecured obligations of the Bank (acting through the Branch) and will at all times rank pari passu with all present and future unconditional and unsecured obligations of the Guarantor, without any preference among themselves and without any preference one above the other by reason of priority of date of issue, currency of payment or otherwise, other than statutorily preferred exceptions. 2.2 The Guarantor’s obligations hereunder with respect to any Obligation shall not be affected by the existence, validity, enforceability, perfection perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Companyfor such Obligation. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party No party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations owing to it in the event that the Company relevant Issuer becomes subject to a bankruptcy, reorganization reorganization, insolvency or similar proceeding, and the failure of the Guaranteed Party any party to so file shall not affect the Guarantor’s obligations hereunder. In This Guarantee shall remain in full force and effect or shall be reinstated (as the event that case may be) with respect to any payment to the Guaranteed Party Obligation if at any time such Obligation, in respect of any Obligations whole or in part, is rescinded or must otherwise be returned for any reason whatsoeverby a party upon the insolvency, bankruptcy or reorganization of the Guarantor shall remain liable hereunder with respect to such Obligations relevant Issuer or otherwise, all as if though such payment had not been made. The Guarantor reserves hereby acknowledges that this Guarantee may be enforced directly against the right Guarantor in accordance with the terms hereof without any requirement that the person enforcing this Guarantee first proceed against the relevant Issuer. This Guarantee is a guarantee of payment and not of collection. 2.3 Notwithstanding the preceding paragraph, the Guarantor will have no obligation in favor of any party entitled to (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable the benefit of this Guarantee greater than those owed by the Guaranteed Party relevant Issuer. In particular, for the avoidance of doubt, the application of the preceding paragraph shall not cause the amount guaranteed hereunder in respect of an Obligation to exceed the amount of such Obligation in the event such amount is directly or indirectly reduced as a result of any statutory write-down or conversion power in respect of such Obligation or any underlying asset of an Issuer. 2.4 Notice of any claim under this Guarantee must be sent in writing and signed by the claimant or by a duly authorized officer of the claimant, in the case of a legal entity, served on the Guarantor as specified below to the Company address provided in Section 8, after the relevant Issuer has defaulted in its payment obligation under a Note and such notice shall include copies of supporting documentation indicating the Agreement nature, amount and (b) assert defenses currency of the Obligation as well as a statement indicating the particulars of the circumstances in which the Company may have Issuer has failed to pay such monies, and in all cases, be accompanied by a copy of the agreement or document under which the relevant Obligations are expressed to be due or with respect owed by the Issuer, and evidence of the title of the claimant to the Agreement to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionrelevant Notes.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s 's obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations Guarantee Payments that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the CompanyIssuer Trust. The Guarantor agrees that the Guaranteed Party Holders may resort to the Guarantor for payment of any of the Obligations Guarantee Payments whether or not the Guaranteed Party shall have resorted to any collateral therefor or Holders shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the ObligationsIssuer Trust. The Guaranteed Party Holders shall not be obligated to file any claim relating to the Obligations Guarantee Payments in the event that the Company Issuer Trust becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party Holders to so file shall not affect the Guarantor’s 's obligations hereunder. This Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Guarantee Payments have been satisfied in full. In the event that any payment to the Guaranteed Party Holders in respect of any Obligations the Guarantee Payments is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations Guarantee Payments as if such payment payments had not been made. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable owing hereunder any amount that has become due and payable amounts owing by the Guaranteed Party Holders to the Company under the Agreement Issuer Trust and (b) assert defenses which the Company Issuer Trust may have under or with respect to the Agreement to payment of any Obligations the Guarantee Payments other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionIssuer Trust and other defenses expressly waived hereby.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s Sponsor's obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor Sponsor not available to the CompanyIssuer Trust. The Guarantor Sponsor agrees that the Guaranteed Party Beneficiaries may resort to the Guarantor Sponsor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or Beneficiaries shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the ObligationsIssuer Trust. The Guaranteed Party Beneficiaries shall not be obligated to file any claim relating to the Obligations in the event that the Company Issuer Trust becomes subject to a bankruptcy, reorganization or similar proceedingproceeding (other than the dissolution of the Issuer Trust in accordance with the terms thereof), and the failure of the Guaranteed Party Beneficiaries to so file shall not affect the Guarantor’s Sponsor's obligations hereunder. This Guarantee shall remain in full force and effect and shall be binding on the Sponsor, its successors and assigns until upon the dissolution of the Issuer Trust; provided, however, that this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any holder of Capital Securities or any Beneficiary must restore payment of any sums paid under the Capital Securities, under any Obligation, under the Guarantee Agreement, dated the date hereof, by the Sponsor and The Bank of New York, as guarantee trustee, or under this Agreement for any reason whatsoever. In the event that any payment to the Guaranteed Party Beneficiaries in respect of any the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Sponsor shall remain liable hereunder with respect to such Obligations as if such payment payments had not been made. The Guarantor Sponsor reserves the right to (a) set-off against any payment that has become due and payable owing hereunder any amount that has become due and payable amounts owing by the Guaranteed Party Beneficiaries to the Company under the Agreement Issuer Trust and (b) assert defenses which the Company Issuer Trust may have under or with respect to the Agreement to payment of any the Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionIssuer Trust and other defenses expressly waived hereby.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s 's obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the CompanyParent or Merger Sub. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company Parent or Merger Sub or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibility. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable owing to the Guaranteed Party hereunder any amount that has become due and payable amounts owing by the Guaranteed Party to Parent, Merger Sub or the Company under the Agreement Guarantor and (b) assert defenses which the Company Parent or Merger Sub may have under or with respect to the Agreement to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company Parent or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionMerger Sub and other defenses expressly waived hereby.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder are unconditional and shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor collateral, the validity, regularity or enforceability of the Credit Documents, the absence of any action to enforce RFC’s obligations under any of the Credit Documents, any waiver or consent by RFC with respect to any provisions of the Credit Agreement or any other Credit Document or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to this Performance Guarantee (excluding the Guarantor not available to the Companydefense of payment or statute of limitations, neither of which is waived). The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment performance of any of the Obligations owed to it whether or not the Guaranteed Party shall have resorted to any collateral Collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to liable for any of the Obligations, including the Obligor, and whether or not the Guaranteed Party has pursued any other remedy available to it. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations owed to it is rescinded or must otherwise be returned for any reason whatsoeverwhatsoever (other than by reason of any circumstance, other than bankruptcy or insolvency, that constitutes a legal or equitable defense available to the Obligor), Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been mademade and the Performance Guarantee shall be reinstated, if applicable. The At any time and from time to time, upon the written request of the Guaranteed Party, and at the sole expense of Guarantor, Guarantor reserves will furnish such information regarding the right to (a) setfinancial well-off against any payment that has become due and payable hereunder any amount that has become due and payable being of Guarantor as may be reasonably requested by the Guaranteed Party to the Company under the Agreement and (b) assert defenses which the Company may have under or with respect to the Agreement to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionParty.

Nature of Guarantee. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Party. The Guarantor’s 's obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the CompanyBank. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company Bank or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Bank becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The Guarantor reserves the right to (a) set-off against any payment that has become due and payable owing hereunder any amount that has become due and payable amounts owing by the Guaranteed Party to the Company under the Agreement Bank and (b) assert defenses which the Company Bank may have under or with respect to the Agreement to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionBank and other defenses expressly waived hereby.

Nature of Guarantee. This Limited Guarantee is a primary and original obligation of each Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force a guarantee of payment and effect without regard to any invalidity with respect to the execution performance and delivery not of the Agreement by the Company or the execution and delivery by the Company of any other agreement between the Company and the Guaranteed Partycollection. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Each Guarantor agrees that the Guaranteed Party may resort may, in its sole discretion, at any time and from time to time, without notice to or further consent of such Guarantor, extend the Guarantor for time of payment of any of the Obligations whether Guaranteed Obligations, and may also make any agreement with Parent or not Merger Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party shall have resorted to and Parent, Merger Sub or such other person without in any collateral therefor way impairing or shall have proceeded against affecting such Guarantor’s obligations under this Limited Guarantee or affecting the Company validity or any other obligor principally or secondarily obligated with respect to any enforceability of the Obligationsthis Limited Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. In the event that any payment from any Guarantor to the Guaranteed Party in respect of any the Obligations is rescinded or must otherwise be returned to the Guarantor for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to such its Guaranteed Percentage of the Obligations (up to its Maximum Amount) as if such payment had not been mademade by such Guarantor. The Each Guarantor reserves the right to (a) set-off against any assert as a defense to such payment that has become due and payable hereunder any amount that has become due and payable by the Guaranteed Party to the Company Guarantors under the Agreement Limited Guarantee any rights, remedies and (b) assert defenses which the Company that Parent or Merger Sub may have under or with respect to the Agreement to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of the Company Parent or the Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. Any arbitral decision (whether in a contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the parties hereto with respect to the subject matter of such arbitral decisionMerger Sub and other defenses expressly waived herein.