Common use of Nature of Guaranty Clause in Contracts

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed complete and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower Indebtedness need be given to the Guarantor. This Guaranty Agreement may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Indebtedness arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until after the Liabilities are paid in full Guarantor’s dissolution. The Bank and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Indebtedness and the Lenders Bank may waive any Default or Events Event of Default (as defined in the Loan Agreement) without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesIndebtedness. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Indebtedness is rescinded or must otherwise be returned by any of the Lenders Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Bank and any subsequent holder of any of the Liabilities Indebtedness and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesIndebtedness. The Guarantor hereby expressly waives presentment, demandpresentment for payment, notice of non-paymentnonpayment, protest and notice of protest and dishonorprotest, notice of Default or Event protest, notice of Defaultdishonor, notice of intent to accelerate the maturity and maturity, notice of acceleration of the maturity and any other notice in connection with the LiabilitiesIndebtedness, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Bank being conclusively presumed by the Lenders’ its request for this Guaranty Agreement and delivery of the same to it. This Guaranty Agreement may require the AgentGuarantor to make multiple payments to the Bank with respect to the Indebtedness.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed present and continuing guaranty of payment and performance and not of collectability. The obligations of Guarantor hereunder are independent of the obligations of Guarantor-Affiliated Member and any other Obligor and, in the event of any default hereunder, a guaranty of separate action or actions may be brought and prosecuted against Guarantor whether or not Guarantor-Affiliated Member or any other Obligor is joined therein. Beneficiary shall not be required to prosecute collection, and no notice enforcement or other remedies against Guarantor-Affiliated Member or any other Obligor or any other guarantor of the Liabilities Guaranteed Obligations, or to enforce or resort to any collateral for the repayment of the Guaranteed Obligations or other rights and remedies pertaining thereto, before calling on the Guarantor for payment. If for any reason Guarantor-Affiliated Member or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and other Obligor shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective fail or be reinstatedunable to pay, as the case may bepunctually and fully, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders Guaranteed Obligations, Guarantor shall pay such obligations to Beneficiary in full, immediately upon demand. One or more successive actions may be brought against Guarantor, as often as Beneficiary deems advisable, until all of the insolvencyGuaranteed Obligations are paid and performed in full. Payment or performance by Guarantor of a portion, bankruptcy but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or reorganization abridge Guarantor’s liability for any portion of Borrower or otherwise, all as though such payment had the Guaranteed Obligations which has not been madepaid and performed. This Guaranty Agreement may be enforced by Without limiting the Agent and any subsequent holder of any generality of the Liabilities and foregoing, if Creditor Member is awarded a judgment in any suit brought to enforce Guarantor’s covenant to pay or perform a portion of the Guaranteed Obligations, such judgment shall not be discharged by deemed to release Guarantor from its covenant to pay and perform the assignment or negotiation of all or part portion of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice Guaranteed Obligations that is not the subject of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agentsuch judgment.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders Secured Parties may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders Secured Parties may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders Secured Parties upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Administrative Agent and any subsequent holder authorized assignee of any of the Liabilities this Agreement and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders Secured Parties being conclusively presumed by the LendersSecured Parties’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to the Guarantor. The guaranty evidenced hereby is joint and several with all other guarantees of the Obligations. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Borrower, the Agent and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Agent and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeObligations. This Guaranty Agreement may be enforced by the Agent and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of and the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed absolute and continuing guaranty of payment and not a guaranty of collection, and no notice . No exculpatory language contained in any of the Liabilities other Loan Documents shall in any event or under any extension circumstances modify, qualify or affect the personal recourse obligations and liabilities of credit already or hereafter contracted by or extended to Borrower need be given to GuarantorGuarantor hereunder. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities Guaranteed Obligations arising or created after any attempted revocation by Guarantor and, if Guarantor is a natural person, after Guarantor’s death, in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs. It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and that so long as any portion of the Indebtedness shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower , such obligations and liabilities shall not be discharged or released in whole or in part, by any act or occurrence (including, without limitation, the Lenders may modify, alter, rearrange, extend for fact that at any period and/or renew time or from time to time the LiabilitiesIndebtedness or the Guaranteed Obligations may be increased or reduced) which might, and but for the Lenders may waive any Default provisions of this Guaranty, be deemed a legal or Events equitable discharge or release of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesGuarantor. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lender and any subsequent holder of the Note or any of the Liabilities part thereof and shall not be discharged by the assignment or negotiation of all or any part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentNote.

Nature of Guaranty. This Guaranty Agreement is an absolute, ------------------- irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Administrative Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower or any other Loan Party need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations (other than contingent obligations) are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Loan Parties and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Agent Administrative Agent, the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to any Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Borrowers and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Administrative Agent and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guarantied Obligations, and is not a guaranty of collectioncollection or collectability. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guarantied Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings by or against Seller or otherwise (other than payment in full of the Guarantied Obligations). Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against any Guarantied Obligation that would or might be available to Seller, other than actual payment and performance of such Guarantied Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guarantied Obligations are or become void or unenforceable against Seller (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guarantied Obligations as if they were and continued to be legally enforceable, all in accordance with their terms and, in the case of Insolvency Proceedings, before giving effect to the Insolvency Proceedings. Without limiting the generality of the foregoing, if the Guarantied Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guarantied Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of all of Guarantor’s assets, with respect to all the Guarantied Obligations, even though Seller’s liability for the Guarantied Obligations may be less limited in scope or less burdensome. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor waives any defenses to this Guaranty arising or purportedly arising from the manner in which Buyer disburses the Purchase Price for any Purchased Loan to Seller or otherwise, or any waiver of the terms of any Transaction Document by Buyer or other failure of Buyer to require full compliance with the Transaction Documents. Guarantor’s liability under this Guaranty shall continue until all sums due under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are Transaction Documents have been paid in full and all other performance required under the Commitments are terminatedTransaction Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstandingexcept as expressly provided otherwise in this Guaranty. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guarantor’s liability under this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand, notice or (d) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentTransaction Document.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Administrative Agent and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders may waive any Default or Events Event of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Except as otherwise expressly provided herein, Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty AgreementGuaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement is and shall be an absolute, irrevocableunconditional, completed irrevocable and continuing unlimited guaranty of payment payment, and not a guaranty solely of collection. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Note Purchase Agreement and the other Loan Documents, without setoff or counterclaim, and no notice regardless of the Liabilities or any extension of credit already Applicable Law now or hereafter contracted by in effect in any jurisdiction affecting any of such terms or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective the rights of Agent with respect to debt under the Liabilities arising thereto. The Guaranteed Obligations may be increased, reduced or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full at any time and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may without affecting the liability or obligation of Guarantor under this Guaranty Agreement with respect to all Guaranteed Obligations, whenever incurred or arising. All Guaranteed Obligations now or hereafter arising shall be outstandingconclusively presumed to have been made or acquired in acceptance hereof. Guarantor shall be liable, jointly and severally, with Borrower and any other Person now or hereafter obligated in respect of the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Guaranteed Obligations, or any portion thereof. It is rescinded or must otherwise be returned by any the intention of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Guarantor and Agent that Guarantor’s liabilities and any subsequent holder of any of the Liabilities and obligations hereunder shall not be discharged except by Guarantor’s Full Payment of such liabilities and obligations and then only to the assignment extent of such payment (to the extent not otherwise satisfied by Borrower or negotiation of all any other Person now or part hereafter obligated in respect of the LiabilitiesGuaranteed Obligations). To secure the Guarantor’s obligations under this Guaranty, the Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate has executed the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Pledge Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Company need be given to the Guarantor. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Company, the Agents and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Agents and the Lenders may waive any Default Defaults or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue Subject to be effective or be reinstated, as the case may be, if at any time any payment terms of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvencyCredit Agreement, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This this Guaranty Agreement may be enforced by the Agent Agents and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of Agents and the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment and performance of the Guaranteed Obligations, and is not a guaranty of collectioncollection or collectibility. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Repurchase Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guaranteed Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Repurchase Documents or later ceases to be liable under any Repurchase Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be entitled to claim, and irrevocably covenant not to raise or assert, any defense, counterclaim, set-off or deduction against the Guaranteed Obligations that would or might be available to Seller, other than actual payment and performance of all Guaranteed Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guaranteed Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guaranteed Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a Guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable under the Liabilities Guaranteed Obligations regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guaranteed Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guaranteed Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of Guarantor’s assets with respect to all the Guaranteed Obligations, even though Seller’s liability for the Guaranteed Obligations may be less limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which Buyer disburses the Repurchase Transaction to Seller or otherwise, or any attempted revocation waiver of the terms of any Repurchase Document by Guarantor and Buyer or other failure of Buyer to require full compliance with the Repurchase Documents. Guarantor’s liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Repurchase Documents have been paid in full and all other performance required under the Commitments are terminatedRepurchase Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, except as the case may be, expressly provided otherwise (if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeall) in this Guaranty. This Guarantor’s liability under this Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand(d) any acts or omissions of Buyer, notice or (e) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentRepurchase Document.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to the Guarantor. The guaranty evidenced hereby is joint and several with all other guarantees of the Obligations. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders Lender Group may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Lenders Lender Group may waive any Default or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeObligations. This Guaranty Agreement may be enforced by Collateral Agent, on behalf of the Agent Lender Group and any subsequent holder of any of the Liabilities Obligations, and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Collateral Agent for the benefit of the Lenders Lender Group being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Collateral Agent.

Nature of Guaranty. This Guaranty Agreement is an absolute, ------------------ irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Administrative Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed absolute and continuing guaranty of payment and not a guaranty of collection, and no notice . No exculpatory language contained in any of the Liabilities other Loan Documents shall in any event or under any extension circumstances modify, qualify or affect the personal recourse obligations and liabilities of credit already or hereafter contracted by or extended to Borrower need be given to GuarantorGuarantor hereunder. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities Guaranteed Obligations arising or created after any attempted revocation by Guarantor and, if Guarantor is a natural person, after Guarantor’s death, in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs. It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and that so long as any portion of the Indebtedness shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower , such obligations and liabilities shall not be discharged or released in whole or in part, by any act or occurrence (including, without limitation, the Lenders may modify, alter, rearrange, extend for fact that at any period and/or renew time or from time to time the LiabilitiesIndebtedness or the Guaranteed Obligations may be increased or reduced) which might, and but for the Lenders may waive any Default provisions of this Guaranty, be deemed a legal or Events equitable discharge or release of Default without notice Guarantor. Subject to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Section 5.1 hereof, this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lender and any subsequent holder of the Note or any of the Liabilities part thereof and shall not be discharged by the assignment or negotiation of all or any part of the LiabilitiesNote. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and Notwithstanding any other notice in connection with the Liabilities, and also notice of acceptance provision of this Guaranty Agreementto the contrary, acceptance on the part Guaranteed Obligations shall not include any obligations and liabilities of Borrower arising solely as a result of the Agent for exercise by Lender or an affiliate of any remedies provided in the benefit of Loan Documents or the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentSettlement Agreement.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Company need be given to the Guarantor. The guaranty evidenced hereby is joint and several with all other guarantees of the Obligations. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments Aggregate Commit ments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Company, the Agents and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Agents and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeObligations. This Guaranty Agreement may be enforced by the Agent Agents and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of Agents and the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, absolute, irrevocablecomplete, completed and continuing guaranty of payment and not a guaranty of collection, and no will not be affected by the release or discharge of Borrower from, or impairment or modification of, Borrower’s obligations with respect to any of the Indebtedness in any bankruptcy, receivership, or other insolvency proceeding or otherwise. No notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. The fact that the Indebtedness may be rearranged, increased, reduced, modified, extended for any period, and/or renewed from time to time, or paid in full without notice to Guarantor will not release, discharge, or reduce the obligation of Guarantor with respect to the Indebtedness, and Guarantor will remain fully bound under this Guaranty Agreement. It is the intention of Lender and Guarantor that Guarantor’s obligations under this Guaranty Agreement will not be discharged at any time prior to the occurrence of both (i) payment in full of the Indebtedness and (ii) expiration of Lender’s obligation to advance monies to Borrower pursuant to the Note or any Security Document. This Guaranty Agreement may be enforced by Lender and any subsequent holder of the Indebtedness, and will not be discharged by the assignment or negotiation of all or part of the Indebtedness. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities Indebtedness is rescinded or must otherwise be returned or refunded by Lender to the payor thereof or to any of the Lenders other person, as a preferential transfer, voidable transfer or otherwise upon the any insolvency, bankruptcy bankruptcy, reorganization, receivership, or reorganization of other debtor relief proceeding involving Borrower or otherwiseany other payor of such amounts, or after any attempted revocation by Guarantor, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and protest, notice of protest and dishonor, notice of Default or Event of Defaultintention to accelerate, notice of intent to accelerate the maturity and acceleration, notice of acceleration intention to foreclose, notice of the maturity foreclosure, and any other notice in connection with the Liabilitieswhatsoever on any and all forms of such Indebtedness, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Lender being conclusively presumed by the Lenders’ its request for this Guaranty Agreement and delivery of the same to the AgentLender.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, unconditional, absolute, irrevocable, completed and continuing guaranty of payment and performance and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor any of Guarantors and shall continue to be effective with respect to debt under the Liabilities any Guaranteed Obligations arising or created after any attempted revocation by any Guarantor and after (if such Guarantor is a natural person) such Guarantor’s death (in which event this Guaranty shall remain in full force be binding upon such Guarantor’s estate and effect until the Liabilities are paid in full such Guarantor’s legal representatives and the Commitments are terminated, notwithstanding heirs). The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the Liabilities, and Guaranteed Obligations may be increased or reduced shall not release or discharge the Lenders may waive obligation of any Default or Events of Default without notice Guarantors to Lender with respect to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesGuaranteed Obligations. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lender and any subsequent holder of any of the Liabilities Note and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesNote. Guarantor hereby expressly waives presentment, demand, notice This Guaranty shall terminate upon the earlier to occur of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration (i) payment in full of the maturity Debt, or (ii) complete payment and performance of all of the Guaranteed Work, or (iii) Final Completion (as such term is defined in the Mortgage Loan Agreement) of the Project; provided, however, that if, at the time any other notice of the events set forth in connection with the Liabilitiesforegoing clauses (i), (ii) or (iii), as applicable, shall occur, Guarantors are then in the process of completing any of the Guaranteed Work, Guarantors shall (subject to the prior rights of Mortgage Lender under the Mortgage Loan Documents), at Lender’s reasonable expense, reasonably cooperate to transition such completion to Lender or its designee, including, without limitation, assigning to Lender or its designee any construction-related contracts not previously assigned to Lender, making Guarantors’ employees available to Lender or its designee for construction status briefings and to answer questions regarding construction of such Guaranteed Work, and also notice turning over to Lender copies of acceptance of this Guaranty AgreementGuarantors’ books, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement records and delivery of the same files relating to the Agentconstruction and completion of such Guaranteed Work.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guaranteed Obligations, as may be limited by Section 2(b), and all Additional Obligations, and is not a guaranty of collection, and no notice of the Liabilities collection or any extension of credit already collectability. Guarantor’s liability under this Guaranty is not conditioned or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders contingent upon the insolvencygenuineness, bankruptcy validity, regularity or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder enforceability of any of the Liabilities Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Guaranteed Obligations or Additional Obligations owing hereunder. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if QRS Seller or TRS Seller had no liability at the time of execution of the Transaction Documents or later cease to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be discharged entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the Guaranteed Obligations or Additional Obligations that would or might be available to any Seller, other than to the extent of any actual payment and performance of the Guaranteed Obligations and Additional Obligations in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against any Seller or any Security before proceeding against Guarantor. Guarantor agrees that if any of the Guaranteed Obligations or Additional Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty shall continue in full force with respect to all Guaranteed Obligations and Additional Obligations as if they were and continued to be legally enforceable, all in accordance with their terms and, in the case of Insolvency Proceedings, before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of either Seller. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable for the Guaranteed Obligations, as may be limited by Section 2(b) and Additional Obligations regardless of the assignment scope of either Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guaranteed Obligations are “nonrecourse” as to any Seller or negotiation each Seller’s liability for the Guaranteed Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable to the full extent of all of Guarantor’s assets, with respect to all the Guaranteed Obligations, even though each Seller’s liability for the Guaranteed Obligations may be less limited in scope or part less burdensome. Guarantor waives any defenses to this Guaranty arising or purportedly arising from the manner in which Buyer conducts the Transactions with either Seller or otherwise, or any waiver of the Liabilitiesterms of any Transaction Document by Buyer or other failure of Buyer to require full compliance with the Transaction Documents. Guarantor hereby Guarantor’s liability under this Guaranty shall continue until all sums due under the Transaction Documents have been paid in full (other than indemnification obligations which expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate survive beyond the maturity and notice of acceleration termination of the maturity Repurchase Agreement and any the other notice Transaction Documents) and all other performance required under the Transaction Documents has been rendered in connection with the Liabilitiesfull, and also notice of acceptance of except as expressly provided otherwise in this Guaranty. Guarantor’s liability under this Guaranty Agreementshall not be limited or affected in any way by any impairment or any diminution or loss of value of any Security whether caused by (a) Hazardous Materials, acceptance on the part (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or other defense(s) of the Agent for the benefit either Seller, or (d) any breach by either Seller of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agentany representation or warranty contained in any Transaction Document.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Borrowers need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Borrowers and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of either Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Agent Agent, the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Company need be given to the Guarantor. The guaranty evidenced hereby is joint and several with all other guarantees of the Obligations. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments Aggregate Commit ments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Company, the Administrative Agent and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Administrative Agent and the Lenders may waive any Default Defaults or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue Subject to be effective or be reinstated, as the case may be, if at any time any payment terms of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvencyCredit Agreement, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This this Guaranty Agreement may be enforced by the Administrative Agent and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Administrative Agent for the benefit of and the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower Company need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower The Company and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower the Company or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Except as specifically required in this Guaranty, Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Revolving Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Administrative Agent and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Company need be given to the Guarantor. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Company, the Agents and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Agents and the Lenders may waive any Default Defaults or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue Subject to be effective or be reinstated, as the case may be, if at any time any payment terms of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvencyCredit Agreement, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This this Guaranty Agreement may be enforced by the Agent Agents and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of Agents and the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement guaranty may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities Guaranteed Debt arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding Guarantor. The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the LiabilitiesGuaranteed Debt may be increased, and reduced or paid in full shall not release, discharge, or reduce the Lenders may waive any Default obligation of Guarantor with respect to indebtedness or Events obligations of Default without notice the Company to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesSchlumberger thereafter incurred (or other Guaranteed Debt thereafter arising). This Guaranty Agreement shall continue to be effective in effect or be reinstated, as the case may be, if at any time any payment to Schlumberger of all or part of the Liabilities Guaranteed Debt is rescinded or must otherwise be returned restored or refunded by Schlumberger pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief proceeding involving the Company. In the event that Schlumberger must rescind or restore any payment received by Schlumberger in satisfaction of the Lenders upon Guaranteed Debt, as set forth herein, any prior release or discharge from the insolvencyterms of this Guaranty given to Guarantor by Schlumberger shall be without effect, bankruptcy and this Guaranty shall remain in full force and effect. It is the intention of the Company and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance or reorganization by Company's payment of Borrower or otherwise, all as though the Guaranteed Debt of such payment had not been madeobligations and then only to the extent of such performance. This Guaranty Agreement may be enforced by the Agent Schlumberger and any subsequent holder of any of the Liabilities Guaranteed Debt and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentGuaranteed Debt.

Nature of Guaranty. This is a continuing Guaranty and remains effective whether the Indebtedness is from time to time reduced and later increased or entirely extinguished and later reincurred. The undersigned deliver(s) this Guaranty based solely on the undersigned's independent investigation of (or decision not to investigate) the financial condition of Borrower and is (are) not relying on any information furnished by the Bank. The undersigned assume(s) full responsibility for obtaining any further information concerning the Borrower's financial condition, the status of the Indebtedness or any other matter which the undersigned may deem necessary or appropriate now or later. The undersigned knowingly accept(s) the full range of risk encompassed in this Guaranty, which risk includes, without limit, the possibility that Borrower may incur Indebtedness to the Bank after the financial condition of the Borrower, or the Borrower's ability to pay debts as they mature, has deteriorated. This Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment collection and not Bank shall have all rights and remedies available to the holder of a guaranty of collection, and no notice of the Liabilities or . Notwithstanding any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective limitations on Bank under applicable law with respect to debt guaranties of collection, Bank shall be entitled immediately to proceed against the undersigned under the Liabilities arising this Guaranty: (i) if Bank shall have reduced its claim against Borrower to judgment and after Bank shall have exercised commercially reasonable efforts to collect, repossess, sell, liquidate or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment otherwise dispose of the Liabilities is rescinded or must otherwise be collateral securing Borrower's obligations to Bank, execution has been returned by unsatisfied; (ii) if more than thirty (30) days have elapsed since any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all obligation included as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default Indebtedness shall have matured (whether at maturity or Event of Default, notice of intent at any accelerated or extended payment date or otherwise); (iii) if the undersigned shall have contested his liability under this Guaranty or denied that he has any liability under this Guaranty; (iv) if Bank in good faith determines that failure to accelerate proceed would cause Bank to lose any material rights or remedies against the maturity and notice of acceleration undersigned at a later date or would materially jeopardize Bank's ability to enforce and/or realize upon this Guaranty at a later date or if Bank is precluded from exercising rights against any material portion of the maturity and any collateral securing Borrower's obligations to Bank; (v) if the undersigned has become insolvent, filed a voluntary petition in bankruptcy or filed an answer to a creditor's petition or other notice petition filed against him admitting the material allegations thereof for an adjudication in connection with bankruptcy; or (vi) it is apparent to Bank in the Liabilities, and also notice exercise of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same its reasonable discretion that it is useless to the Agentproceed against Borrower.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower need be given to any Guarantor. This Guaranty Agreement may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by any Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments of the Lenders are terminated, terminated notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders Lender Parties may modify, alter, rearrange, extend for any period and/or renew from time to time the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders Lender Parties upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Global Administrative Agent and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations other than the notice required by the second sentence of Section 2.5 hereof, and also notice of acceptance of this Guaranty AgreementGuaranty, acceptance on the part of the Agent for the benefit of the Lenders Lender Parties being conclusively presumed by the Lenders’ request of the Lender Parties for this Guaranty Agreement and delivery of the same to the Global Administrative Agent.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guarantied Obligations, and is not a guaranty of collectioncollection or collectability. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guarantied Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document pursuant to Insolvency Proceedings. Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the Guarantied Obligations that would or might be available to Seller, other than actual payment and performance of all Guarantied Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guarantied Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, or Insolvency Proceedings), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guarantied Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable under the Liabilities Guarantied Obligations regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guarantied Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guarantied Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of all of Guarantor’s assets, with respect to all the Guarantied Obligations, even though Seller’s liability for the Guarantied Obligations may be less limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which Buyer disburses the Purchase Price for Transactions to Seller or otherwise, or any attempted revocation waiver of the terms of any Transaction Document by Guarantor and Buyer or other failure of Buyer to require full compliance with the Transaction Documents. Guarantor’s liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Transaction Documents have been paid in full and all other performance required under the Commitments are terminatedTransaction Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstandingexcept as expressly provided otherwise in this Guaranty. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guarantor’s liability under this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand, notice or (d) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentTransaction Document.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Company need be given to the Guarantor. The guaranty evidenced hereby is joint and several with all other guarantees of the Obligations. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments Aggregate Commit ments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Company, the Administrative Agent and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Administrative Agent and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue Subject to be effective or be reinstated, as the case may be, if at any time any payment terms of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvencyCredit Agreement, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This this Guaranty Agreement may be enforced by the Administrative Agent and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-non- payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Administrative Agent for the benefit of and the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment payment, and is not a guaranty of collectioncollection or collectability. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guarantied Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against any Guarantied Obligation that would or might be available to Seller, other than actual payment and performance of such Guarantied Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guarantied Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue in full force as if they were and continued to be effective legally enforceable, all in accordance with their terms and, in the case of Insolvency Proceedings, before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Without limiting the generality of the foregoing, if the Guarantied Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guarantied Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, subject to Section 2 hereof, to the full extent of all of Guarantor’s assets, with respect to debt all the Guarantied Obligations, even though Seller’s liability for the Guarantied Obligations may be less limited in scope or less burdensome. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable under this Guaranty regardless of the scope of Seller’s liability thereunder. Guarantor waives any defenses to this Guaranty arising or purportedly arising from the manner in which Buyer disburses the Purchase Price for any Purchased Loan to Seller or otherwise, or any waiver of the terms of any Transaction Document by Buyer or other failure of Buyer to require full compliance with the Transaction Documents. Guarantor’s liability under this Guaranty shall continue until all sums due under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are Transaction Documents have been paid in full and all other performance required under the Commitments are terminatedTransaction Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstandingexcept as expressly provided otherwise in this Guaranty. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guarantor’s liability under this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand, notice or (d) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentTransaction Document.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guaranteed Obligations, and is not a guaranty of collectioncollection or collectability. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty or in the Repurchase Agreement), without regard to the validity, regularity or enforceability of any of the Liabilities Guaranteed Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document pursuant to Insolvency Proceedings. Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the Guaranteed Obligations that would or might be available to Seller, other than actual payment and performance of all Guaranteed Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guaranteed Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, or Insolvency Proceedings), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guaranteed Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable under the Liabilities Guaranteed Obligations regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guaranteed Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guaranteed Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of all of Guarantor’s assets, with respect to all the Guaranteed Obligations, even though Seller’s liability for the Guaranteed Obligations may be more limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which Buyer disburses the Purchase Price for Transactions to Seller or otherwise, or any attempted revocation waiver of the terms of any Transaction Document by Guarantor and Buyer or other failure of Buyer to require full compliance with the Transaction Documents. Guarantor’s liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Transaction Documents have been paid in full and all other performance required under the Commitments are terminatedTransaction Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstandingexcept as expressly provided otherwise in this Guaranty. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guarantor’s liability under this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand, notice or (d) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentTransaction Document.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guaranteed Obligations, and is not a guaranty of collection, and no notice of the Liabilities collection or any extension of credit already collectability. Guarantor’s liability under this Guaranty is not conditioned or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders contingent upon the insolvencygenuineness, bankruptcy validity, regularity or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder enforceability of any of the Liabilities Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Guaranteed Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be discharged by entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the assignment Guaranteed Obligations that would or negotiation might be available to Seller, other than actual payment and performance of all Guaranteed Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or part any Security before proceeding against Guarantor. Guarantor agrees that if any of the LiabilitiesGuaranteed Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty shall continue in full force with respect to all Guaranteed Obligations as if they were and continued to be legally enforceable, all in accordance with their terms and, in the case of Insolvency Proceedings, before giving effect to the Insolvency Proceedings. Guarantor hereby expressly also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Guarantor waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent any defense that might otherwise be available to accelerate Guarantor based on the maturity and notice of acceleration proposition that a guarantor’s liability cannot exceed the liability of the maturity and principal. Guarantor intends to be fully liable under the Guaranteed Obligations, regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guaranteed Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guaranteed Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable to the full extent of all of Guarantor’s assets, with respect to all the Guaranteed Obligations, even though Seller’s liability for the Guaranteed Obligations may be less limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or purportedly arising from the manner in which Buyer conducts the Transactions with Seller or otherwise, or any waiver of the terms of any Transaction Document by Buyer or other notice in connection failure of Buyer to require full compliance with the Liabilities, and also notice of acceptance of Transaction Documents. Guarantor’s liability under this Guaranty Agreement, acceptance on shall continue until all sums due under the part Transaction Documents have been paid in full (other than indemnification obligations which expressly survive beyond the termination of the Agent for Repurchase Agreement and the benefit of other Transaction Documents) and all other performance required under the Lenders being conclusively presumed by the Lenders’ request for Transaction Documents has been rendered in full, except as expressly provided otherwise in this Guaranty. Guarantor’s liability under this Guaranty Agreement and delivery shall not be limited or affected in any way by any impairment or any diminution or loss of the same value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to the Agentperfect a security interest in any Security, (c) any disability or other defense(s) of Seller, or (d) any breach by Seller of any representation or warranty contained in any Transaction Document.

Nature of Guaranty. This Parent Guarantor's liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment and performance of the Guaranteed Obligations, and is not a guaranty of collectioncollection or collectibility. Parent Guarantor's liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Repurchase Documents. Parent Guarantor's liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guaranteed Obligations. Parent Guarantor acknowledges that Parent Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Repurchase Documents or later ceases to be liable under any Repurchase Document, whether pursuant to Insolvency Proceedings or otherwise. Parent Guarantor shall not be entitled to claim, and irrevocably covenant not to raise or assert, any defense, counterclaim, set-off or deduction against the Guaranteed Obligations that would or might be available to Seller, other than actual payment and performance of all Guaranteed Obligations in full in accordance with their terms. Parent Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Parent Guarantor. This Parent Guarantor agrees that if any of the Guaranteed Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Parent Guarantor's liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guaranteed Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Parent Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Parent Guarantor waives any defense that might otherwise be available to Parent Guarantor based on the proposition that a Parent Guarantor's liability cannot exceed the liability of the principal. Parent Guarantor intends to be fully liable under the Liabilities Guaranteed Obligations regardless of the scope of Seller's liability thereunder. Without limiting the generality of the foregoing, if the Guaranteed Obligations are “nonrecourse” as to Seller or Seller's liability for the Guaranteed Obligations is otherwise limited in some way, Parent Guarantor nevertheless intends to be fully liable, to the full extent of Parent Guarantor's assets with respect to all the Guaranteed Obligations, even though Seller's liability for the Guaranteed Obligations may be less limited in scope or less burdensome. Parent Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which Buyer disburses the Repurchase Transaction to Seller or otherwise, or any attempted revocation waiver of the terms of any Repurchase Document by Guarantor and Buyer or other failure of Buyer to require full compliance with the Repurchase Documents. Parent Guarantor's liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Repurchase Documents have been paid in full and all other performance required under the Commitments are terminatedRepurchase Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, except as the case may be, expressly provided otherwise (if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeall) in this Guaranty. This Parent Guarantor's liability under this Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer's failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand(d) any acts or omissions of Buyer, notice or (e) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentRepurchase Document.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, absolute, irrevocablecomplete, completed and continuing guaranty of payment and not a guaranty of collection, and no will not be affected by the release or discharge of Borrower from, or impairment or modification of, Borrower’s obligations with respect to any of the Guaranteed Obligations in any bankruptcy, receivership, or other insolvency proceeding or otherwise. No notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. The fact that the Guaranteed Obligations may be rearranged, increased, reduced, modified, extended for any period, and/or renewed from time to time, or paid in full without notice to Guarantor will not release, discharge, or reduce the obligation of Guarantor with respect to the Guaranteed Obligations, and Guarantor will remain fully bound under this Guaranty Agreement. It is the intention of Lender and Guarantor that Guarantor’s obligations under this Guaranty Agreement will not be discharged at any time prior to the occurrence of both (i) payment and performance in full of the Guaranteed Obligations and (ii) expiration of Lender’s obligation to advance monies to Borrower pursuant to the Note or any Security Document. This Guaranty Agreement may be enforced by Lender and any subsequent holder of the Guaranteed Obligations, and will not be discharged by the assignment or negotiation of all or part of the Guaranteed Obligations. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities Guaranteed Obligations is rescinded or must otherwise be returned or refunded by Lender to the payor thereof or to any of the Lenders other person, as a preferential transfer, voidable transfer or otherwise upon the any insolvency, bankruptcy bankruptcy, reorganization, receivership, or reorganization of other debtor relief proceeding involving Borrower or otherwiseany other payor of such amounts, or after any attempted revocation by Guarantor, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and protest, notice of protest and dishonor, notice of Default or Event of Defaultintention to accelerate, notice of intent to accelerate the maturity and acceleration, notice of acceleration intention to foreclose, notice of the maturity foreclosure, and any other notice in connection with the Liabilitieswhatsoever on any and all forms of such Obligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Lender being conclusively presumed by the Lenders’ its request for this Guaranty Agreement and delivery of the same to the AgentLender.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Company need be given to the Guarantor. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Company, the Agents and the Lenders Banks may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Lenders Agents and the Banks may waive any Default Defaults or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue Subject to be effective or be reinstated, as the case may be, if at any time any payment terms of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvencyCredit Agreement, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This this Guaranty Agreement may be enforced by the Agent Agents and/or the Banks and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for Agents and the benefit of the Lenders Banks being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations (other than contingent obligations) are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Agent Administrative Agent, the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement is an absoluteshall commence upon execution and delivery of any of the Documents and shall continue in full force and effect until all of the Obligations are duly, irrevocablefinally and permanently paid, completed performed and continuing guaranty discharged and are not subject to any right of payment and not a guaranty of collectionextension by Tenant, and no Landlord gives Guarantor written notice of the Liabilities full and final satisfaction of the Obligations. The Obligations shall not be considered fully paid, performed and discharged unless and until all payments by Tenant to Landlord are no longer subject to any right on the part of any Person whomsoever, including but not limited to Tenant, Tenant as a debtor-in-possession and/or any trustee in bankruptcy, to disgorge such payments or seek to recoup the amount of such payments or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantorpart thereof. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time continue to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilitieseffective upon an Insolvency Event. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may beapplicable, if at any time any payment and performance of the Liabilities is Obligations, or any part thereof, are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any of the Lenders upon the insolvencyLandlord, bankruptcy or reorganization of Borrower whether as a “voidable preference,” “fraudulent conveyance” or otherwise, all as though such payment or performance had not been made. This Guaranty Agreement In the event that any payment of the Obligations, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid to Landlord and not so rescinded, reduced, restored or returned. If Tenant, or Tenant’s trustee, receiver or other officer with similar powers with respect to Tenant, rejects, disaffirms or otherwise terminates the Operator Lease pursuant to any bankruptcy, insolvency, reorganization, moratorium or any other law affecting creditors’ rights generally, Guarantor shall nonetheless remain obligated to pay all sums payable and/or due pursuant to the Operator Lease, and to perform all covenants required to be performed by Tenant under the Operator Lease, as if such rejection, disaffirmance or other termination of the Operator Lease had never occurred and as if the Operator Lease (without taking into account such rejection, disaffirmance or termination) were in full force and effect, notwithstanding the fact that: (a) Landlord may not be able to recover any part or all of such sums due pursuant to the Operator Lease from Tenant; or (b) Tenant’s obligations to pay sums due pursuant to the Operator Lease, or to perform obligations pursuant to the Operator Lease, may be enforced limited by the Agent and any subsequent holder application of any of the Liabilities and shall not be discharged by the assignment such bankruptcy, insolvency, reorganization, moratorium or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenderslaw affecting creditors’ request for this Guaranty Agreement and delivery of the same to the Agentrights generally.

Nature of Guaranty. This Guarantor hereby acknowledges and agrees that this Guaranty Agreement (a) is an irrevocable, absolute, irrevocable, completed and continuing guaranty of payment and performance and not a guaranty of collection, (b) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Lender’s enforcement of remedies under the Loan Documents and (c) shall survive the foregoing and shall not merge with any resulting foreclosure deed, deed in lieu or similar instrument (if any) subject to Section 5.2 hereof. Guarantor acknowledges that there are no notice conditions precedent to the effectiveness of this Guaranty, and that this Guaranty is in full force and effect and is binding on Guarantor as of the Liabilities Closing Date, regardless of whether Lender obtains collateral or any extension of credit already guaranties from others or hereafter contracted takes any other action contemplated by or extended to Borrower need be given to Guarantorthis Guaranty. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall remain in full force be binding upon Guarantor’s estate and effect until the Liabilities are paid in full Guarantor’s legal representatives and the Commitments are terminated, notwithstanding heirs). The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the Liabilities, and Guaranteed Obligations may be increased or reduced shall not release or discharge the Lenders may waive any Default or Events obligation of Default without notice Guarantor to Lender with respect to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesGuaranteed Obligations. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lender and any subsequent holder of any of the Liabilities Note and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentNote.

Nature of Guaranty. This Guarantor's liability under this Guaranty Agreement is an absoluteshall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, irrevocablewhether at maturity or earlier by reason of acceleration or otherwise, completed and of all Indebtedness within the limits set forth in the preceding section of this Guaranty. Accordingly, no payments made upon the Indebtedness will discharge or diminish the continuing guaranty liability of payment and not a guaranty of collection, and no notice Guarantor in connection with any remaining portions of the Liabilities Indebtedness or any extension of credit already the Indebtedness which subsequently arises or hereafter contracted by is thereafter incurred or extended to Borrower need be given to Guarantorcontracted. DURATION OF GUARANTY. This Guaranty Agreement may not be revoked will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and shall will continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and effect until finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the Liabilities address of Lender listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the indebtedness granted after Guarantor's revocation, are paid contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in full the same manner in which Guarantor might have terminated it and with the Commitments are terminatedsame effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, notwithstanding and it is specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agentzero dollars ($0.00).

Nature of Guaranty. This Each Guarantor's liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment and performance of the Guaranteed Obligations, and is not a guaranty of collectioncollection or collectibility. Each Guarantor's liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Repurchase Documents. Each Guarantor's liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guaranteed Obligations. Each Guarantor acknowledges that such Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Repurchase Documents or later ceases to be liable under any Repurchase Document, whether pursuant to Insolvency Proceedings or otherwise. Each Guarantor shall not be entitled to claim, and irrevocably covenant not to raise or assert, any defense, counterclaim, set-off or deduction against the Guaranteed Obligations that would or might be available to Seller, other than actual payment and performance of all Guaranteed Obligations in full in accordance with their terms. Each Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against such Guarantor. This Each Guarantor agrees that if any of the Guaranteed Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then such Guarantor's liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guaranteed Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Each Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Each Guarantor waives any defense that might otherwise be available to such Guarantor based on the proposition that such Guarantor's liability cannot exceed the liability of the principal. Each Guarantor intends to be fully liable under the Liabilities Guaranteed Obligations regardless of the scope of Seller's liability thereunder. Without limiting the generality of the foregoing, if the Guaranteed Obligations are “nonrecourse” as to Seller or Seller's liability for the Guaranteed Obligations is otherwise limited in some way, each Guarantor nevertheless intends to be fully liable, to the full extent of such Guarantor's assets with respect to all the Guaranteed Obligations, even though Seller's liability for the Guaranteed Obligations may be less limited in scope or less burdensome. Each Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which Buyer disburses the Repurchase Transaction to Seller or otherwise, or any attempted revocation waiver of the terms of any Repurchase Document by Guarantor and Buyer or other failure of Buyer to require full compliance with the Repurchase Documents. Each Guarantor's liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Repurchase Documents have been paid in full and all other performance required under the Commitments are terminatedRepurchase Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, except as the case may be, expressly provided otherwise (if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeall) in this Guaranty. This Each Guarantor's liability under this Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer's failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand(d) any acts or omissions of Buyer, notice or (e) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentRepurchase Document.

Nature of Guaranty. It is specifically agreed that: (a) This Guaranty Agreement is an absolutea continuing, irrevocable, completed and continuing unconditional irrevocable guaranty of payment and not a guaranty of collection; (b) Subject to the provisions of Section 4.02 hereof, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement this guaranty may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities Guaranteed Debt arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to binding upon the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstatedrespective heirs, as the case may belegal representatives, if at any time any payment executors, administrators and successors of the Liabilities is rescinded or must otherwise be returned by Guarantor; and (c) If the Guarantor becomes liable for any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced indebtedness owing by the Agent and any subsequent holder of any of Borrower to the Liabilities and shall not be discharged Lender, by the assignment endorsement or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of otherwise than under this Guaranty Agreement, acceptance on such liability shall not be in any manner impaired or reduced hereby but shall have all and the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for same force and effect it would have had if this Guaranty Agreement had not existed. If such indebtedness would have been included in and delivery covered by this Guaranty Agreement had there been no such endorsement or other liability, then this Guaranty Agreement shall also cover and include such indebtedness and be and remain in force and effect as to such indebtedness. In the event the Guarantor shall hereafter endorse or guarantee any indebtedness from the Borrower to the Lender, then and in each such event the amount of such item of indebtedness shall be deemed to be added to the maximum amount for which the Guarantor would otherwise be liable hereunder so that this Guaranty Agreement shall be increased by such additional amount as to the Guarantor, without, however, in any way impairing or diminishing any responsibility or liability for such indebtedness which would otherwise have existed under this Guaranty Agreement against the Guarantor. (d) If the Borrower’s obligation ceases to exist or is discharged by reason of the provisions of Bankruptcy Law, as the same may hereafter be amended, the Guarantor shall remain liable on the Guaranteed Debt for the principal and all prior and subsequent interest, costs, expenses, fees (including but not limited to attorneys’ fees), as well as any other indebtedness, obligations, and liabilities. Nothing in this Agreement is to be construed to the Agentcontrary.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guaranteed Obligations, as limited by Section 2(b), as applicable, and is not a guaranty of collection, and no notice of the Liabilities collection or any extension of credit already collectability. Guarantor’s liability under this Guaranty is not conditioned or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders contingent upon the insolvencygenuineness, bankruptcy validity, regularity or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder enforceability of any of the Liabilities Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Guaranteed Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be discharged by entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the assignment Guaranteed Obligations that would or negotiation might be available to Seller, other than actual payment and performance of all Guaranteed Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or part any Security before proceeding against Guarantor. Guarantor agrees that if any of the LiabilitiesGuaranteed Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty shall continue in full force with respect to all Guaranteed Obligations as if they were and continued to be legally enforceable, all in accordance with their terms and, in the case of Insolvency Proceedings, before giving effect to the Insolvency Proceedings. Guarantor hereby expressly also recognizes and acknowledges that its liability under this Guaranty, as limited by Section 2(b), as applicable, may be more extensive in amount and more burdensome than that of Seller. Guarantor waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent any defense that might otherwise be available to accelerate Guarantor based on the maturity and notice of acceleration proposition that a guarantor’s liability cannot exceed the liability of the maturity and principal. Guarantor intends to be fully liable under the Guaranteed Obligations, as limited by Section 2(b), as applicable, regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guaranteed Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guaranteed Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, subject to the limitations set forth in Section 2(b), to the full extent of all of Guarantor’s assets, with respect to all the Guaranteed Obligations, even though Seller’s liability for the Guaranteed Obligations may be less limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or purportedly arising from the manner in which Buyer conducts the Transactions with Seller or otherwise, or any waiver of the terms of any Transaction Document by Buyer or other notice in connection failure of Buyer to require full compliance with the Liabilities, and also notice of acceptance of Transaction Documents. Guarantor’s liability under this Guaranty Agreement, acceptance on shall continue until all sums due under the part Transaction Documents have been paid in full (other than indemnification obligations which expressly survive beyond the termination of the Agent for Repurchase Agreement and the benefit of other Transaction Documents) and all other performance required under the Lenders being conclusively presumed by the Lenders’ request for Transaction Documents has been rendered in full, except as expressly provided otherwise in this Guaranty. Guarantor’s liability under this Guaranty Agreement and delivery shall not be limited or affected in any way by any impairment or any diminution or loss of the same value of any Security whether caused by (a) Hazardous Materials, (b) Buyer’s failure to the Agentperfect a security interest in any Security, (c) any disability or other defense(s) of Seller, or (d) any breach by Seller of any representation or warranty contained in any Transaction Document.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment and performance of the Guarantied Obligations, and is not a guaranty of collectioncollection or collectability. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guarantied Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the Guarantied Obligations that would or might be available to Seller, other than actual payment and performance of all Guarantied Obligations in full in accordance with their terms. Guarantor waives any right to compel the Buyer Agent to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guarantied Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guarantied Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable under the Liabilities Guarantied Obligations regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guarantied Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guarantied Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of all of Guarantor’s assets, with respect to all the Guarantied Obligations, even though Seller’s liability for the Guarantied Obligations may be more limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which any attempted revocation Buyer or the Buyer Agent disburses the Repurchase Transactions to Seller or otherwise, or any waiver of the terms of any Transaction Document by Guarantor and the Buyer Agent or other failure of the Buyer Agent to require full compliance with the Transaction Documents. Guarantor’s liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Transaction Documents have been paid in full and all other performance required under the Commitments are terminatedTransaction Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, except as the case may be, expressly provided otherwise (if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeall) in this Guaranty. This Guarantor’s liability under this Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by any impairment or any diminution or loss of value of any Security whether caused by (a) hazardous substances, (b) the assignment Buyer Agent’s failure to perfect a security interest in any Security, (c) any disability or negotiation other defense(s) of all Seller, (d) any acts or part omissions of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice Buyers or the Buyer Agent; or (e) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentTransaction Document.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed absolute and continuing guaranty of payment and not a guaranty of collection, and no notice . No exculpatory language contained in any of the Liabilities other Loan Documents shall in any event or under any extension circumstances modify, qualify or affect the obligations and liabilities of credit already or hereafter contracted by or extended to Borrower need be given to GuarantorGuarantor hereunder. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities Guaranteed Obligations arising or created after any attempted revocation by Guarantor and, if Guarantor is a natural person, after Guarantor’s death, in which event this Guaranty shall be binding upon Guarantor’s estate and shall remain Guarantor’s legal representatives and heirs. It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances (other than payment in full force of the Indebtedness) and effect until that, so long as any portion of the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may Indebtedness shall be outstanding. Borrower , such obligations and liabilities shall not be discharged or released in whole or in part, by any act or occurrence (including the Lenders may modify, alter, rearrange, extend for fact that at any period and/or renew time or from time to time the LiabilitiesIndebtedness or the Guaranteed Obligations may be increased or reduced) that might, and but for the Lenders may waive any Default provisions of this Guaranty, be deemed a legal or Events equitable discharge or release of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesGuarantor. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lender and any subsequent holder of any of the Liabilities Note or any part thereof and shall not be discharged by the assignment or negotiation of all or any part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentNote.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed present and continuing guaranty of payment and not a guaranty merely of collection. Guarantor agrees that this Guaranty may be enforced by Lender without the necessity at any time of resorting to or exhausting any other security or collateral given in connection herewith or with the Restated Note through foreclosure or sale proceedings, as the case may be, under the Restated Note or otherwise, or resorting to any other guaranties, and no notice Guarantor hereby waives any right to require Lender to join Borrower or any other guarantor in any action brought hereunder or to commence any action against or obtain any judgment against Borrower or any other guarantor or to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein or otherwise shall prevent Lender from pursuing concurrently or successively all rights and remedies available to it at law and/or in equity or under the Restated Note, and the exercise of any of its rights or the completion of any of its remedies that do not result in full payment of the Liabilities Obligations and complete satisfaction of Borrower’s obligations under the Restated Note shall not constitute a discharge of Guarantor’s obligations hereunder, it being the purpose and intent of Guarantor that the obligations of Guarantor hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Guarantor’s obligations under this Guaranty or any extension remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of credit already the liability of Borrower under the Restated Note or hereafter contracted by reason of the bankruptcy of Borrower or any other guarantor or by reason of any creditor or bankruptcy proceeding instituted by or extended to Borrower need be given to Guarantoragainst Borrower. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, reinstated (as the case may be, ) if at any time any payment of all or any part of any sum payable pursuant to the Liabilities Restated Note is rescinded or must otherwise required to be returned by any of the Lenders Lender upon the insolvency, bankruptcy bankruptcy, dissolution, liquidation, or reorganization of Borrower or any other guarantor, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of or trustee or similar officer for, Borrower or any other guarantor or any substantial part of any of the property of the foregoing, or otherwise, all as though such payment to Lender had not been made, regardless of whether Lender contested the order requiring the return of such payment. This Guaranty Agreement may In the event of an action against the Borrower or any other guarantor and of a deficiency, Guarantor hereby promises and agrees forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said deficiency against Borrower or any other guarantor would not be enforced allowed by applicable law; however, the Agent and any subsequent holder of any of the Liabilities and foregoing shall not be discharged by the assignment deemed to require that Lender institute any action or negotiation of all otherwise resort to or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and exhaust any other notice in connection collateral or security prior to or concurrently with the Liabilities, and also notice of acceptance of enforcing this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentGuaranty.

Nature of Guaranty. (a) This Guaranty Agreement is an absolute, irrevocable, completed complete, and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are Commitment is terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders Beneficiary may modify, alter, rearrange, or extend the Liabilities for any period and/or renew the Liabilities from time to time the Liabilitiestime, and the Lenders Beneficiary may waive any Default or Events of Default or Defaults without notice to the Guarantor Guarantor, and in such event Guarantor will remain fully bound hereunder on with respect to the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders Beneficiary upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Beneficiary and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty AgreementGuaranty, acceptance on the part of the Agent for the benefit of the Lenders Beneficiary being conclusively presumed by the Lenders’ Beneficiary's request for this Guaranty Agreement and delivery of the same to Beneficiary. (b) Guarantor's liability under this Guaranty in respect of the AgentLiabilities shall be and is specifically limited to payments expressly required to be made under the Note and the Note Agreement (even if such payments are deemed to be damages) and, except to the extent specifically provided herein or in the Note or the Note Agreement, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorneys' fees.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower Company need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Revolving Credit Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower Company and the Lenders Banks may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders Banks may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders Banks upon the insolvency, bankruptcy or reorganization of Borrower Company or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Banks being conclusively presumed by the Lenders’ Banks' request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment and performance of the Guarantied Obligations, and is not a guaranty of collectioncollection or collectibility. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Repurchase Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guarantied Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Repurchase Documents or later ceases to be liable under any Repurchase Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the Guarantied Obligations that would or might be available to Seller, other than actual payment and performance of all Guarantied Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller, any Co-Guarantor(s) or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guarantied Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guarantied Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable under the Liabilities Guarantied Obligations regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guarantied Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guarantied Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of all of Guarantor’s assets, with respect to all the Guarantied Obligations, even though Seller’s liability for the Guarantied Obligations may be more limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which Buyer disburses the Repurchase Transactions to Seller or otherwise, or any attempted revocation waiver of the terms of any Repurchase Document by Guarantor and Buyer or other failure of Buyer to require full compliance with the Repurchase Documents. Guarantor’s liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Repurchase Documents have been paid in full and all other performance required under the Commitments are terminatedRepurchase Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, except as the case may be, expressly provided otherwise (if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeall) in this Guaranty. This Guarantor’s liability under this Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller or any Co-Guarantor(s), demand, notice (d) any acts or omissions of non-payment, protest and notice Buyer; or (e) any breach by Seller of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentRepurchase Document.

Nature of Guaranty. This Guaranty Agreement is intended to be an irrevocable, absolute, irrevocable, completed and continuing guaranty of payment and is not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor, provided, however, if, according to applicable law, it shall ever be determined or held that a guarantor under a continuing guaranty such as this Guaranty Agreement shall have the absolute right, notwithstanding the express agreement of such a guarantor otherwise, to revoke such guaranty as to Guaranteed Debt which has then not yet arisen, then Guarantor may deliver to Administrative Agent written notice that Guarantor will not be liable hereunder for any Guaranteed Debt created, incurred, or arising after the giving of such notice, and such notice will be effective as to Guarantor from and after (but not before) such times as said written notice is actually delivered to and received by and receipted for in writing by Administrative Agent, provided that such notice shall not in anywise affect, impair, or limit the liability and responsibility of any other person or entity with respect to any Guaranteed Debt theretofore existing or thereafter existing, arising, renewed, extended, or modified; provided, further, that such notice shall not affect, impair, or release the liability and responsibility of Guarantor with respect to Guaranteed Debt created, incurred, or arising prior to the receipt of such notice by Administrative Agent as aforesaid, or in respect of any renewals, extensions, or modifications of such Guaranteed Debt, or in respect of interest or costs of collection thereafter incurred on or with respect to such Guaranteed Debt, or with respect to attorneys’ fees thereafter becoming payable hereunder with respect to such Guaranteed Debt, and shall continue to be effective with respect to debt under the Liabilities any Guaranteed Debt arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding Guarantor. The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the LiabilitiesGuaranteed Debt may be increased, and reduced, or paid in full shall not release, discharge, or reduce the Lenders may waive any Default obligation of Guarantor with respect to indebtedness or Events obligations of Default without notice Borrower to the Guarantor and in such event Guarantor will remain fully bound hereunder on Credit Parties thereafter incurred (or other Guaranteed Debt thereafter arising) under the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstatedCredit Agreement, as the case may beNotes, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Credit Parties and any subsequent holder of any of the Liabilities Guaranteed Debt and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentGuaranteed Debt.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to any Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminatedterminated or such Guarantor is released in accordance with the terms of this Agreement, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Borrowers and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement Other than with respect to any Guarantor that is released in accordance with the terms of this Agreement, this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Administrative Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. CONTINUING, ABSOLUTE AND UNCONDITIONAL; SUBROGATION WAIVER. (a) This Guaranty Agreement is an absolute, irrevocable, completed and is intended to be a continuing guaranty guarantee of payment of the Obligations, independent of and in addition to any other guarantee, indorsement, collateral or other agreement held by the Lenders or the Agent therefor or with respect thereto, whether or not a guaranty furnished by the Guarantor. [Until payment in full of collectionthe Obligations as set forth herein, the Guarantor agrees that it shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from the Debtor or any other guarantor of the Obligations for any payments made by the Guarantor hereunder, under any other agreement or otherwise, and no notice the Guarantor hereby irrevocably waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery which it may now have or hereafter acquire.] (b) For the further security of the Liabilities Agent and the Lenders and without in any way diminishing the liability of the Guarantor, following the occurrence of an Event of Default under the Credit Agreement and acceleration of the Obligations, all debts and liabilities, present or any extension future, of credit already the Debtor to the Guarantor and all monies received from the Debtor or hereafter contracted for its account by or extended the Guarantor in respect thereof shall be received in trust for the Agent and the Lenders and forthwith upon receipt shall be paid over to Borrower need be given to Guarantorthe Lenders until all of the Obligations have been paid in full. This assignment and postponement is independent of and severable from this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until whether or not the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend Guarantor is liable for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. amount under this Guaranty. (c) This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent absolute and any subsequent holder of any of the Liabilities unconditional and shall not be discharged changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by the assignment or negotiation of all or part Guarantor to be the final, complete and exclusive representation of the Liabilitiesagreement between the Guarantor and the Agent and the Lenders. Guarantor hereby expressly waives presentment, demand, notice No modification or amendment of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance provision of this Guaranty Agreement, acceptance on the part shall be effective unless in writing and signed by a duly authorized officer of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guarantied Obligations, and is not a guaranty of collection, and no notice of the Liabilities collection or any extension of credit already collectibility. Guarantor’s liability under this Guaranty is not conditioned or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders contingent upon the insolvencygenuineness, bankruptcy validity, regularity or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder enforceability of any of the Liabilities Repurchase Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Guarantied Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Repurchase Documents or later ceases to be liable under any Repurchase Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be discharged by entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the assignment Guarantied Obligations that would or negotiation might be available to Seller, other than actual payment of all Guarantied Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or part any Security before proceeding against Guarantor. Guarantor agrees that if any of the LiabilitiesGuarantied Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty shall continue in full force with respect to all Guarantied Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Guarantor hereby expressly also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Guarantor waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent any defense that might otherwise be available to accelerate Guarantor based on the maturity and notice of acceleration proposition that a guarantor’s liability cannot exceed the liability of the maturity and principal. Guarantor intends to be fully liable under the Guarantied Obligations regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Transactions are “nonrecourse” as to Seller or Seller’s liability for the Transactions is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of all of Guarantor’s assets, with respect to all Eligible CRIIMI Securities’ Transactions, up to the Guaranteed Obligations, even though Seller’s liability for the Obligations may be less limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or purportedly arising from any waiver of the terms of any Repurchase Document by Buyer or other notice in connection failure of Buyer to require full compliance with the Liabilities, and also notice of acceptance of Repurchase Documents. Guarantor’s liability under this Guaranty Agreementshall continue until all sums due under the Repurchase Documents with respect to the Eligible CRIIMI Securities have been paid in full, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for except as expressly provided otherwise (if at all) in this Guaranty. Guarantor’s liability under this Guaranty Agreement and delivery shall not be limited or affected in any way by any impairment or any diminution or loss of the same value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to the Agentperfect a security interest in any Security, (c) any disability or other defense(s) of Seller, or (d) any breach by Seller of any representation or warranty contained in any Repurchase Document.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstandingfull. Borrower and the Lenders Noteholders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders Noteholders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders Noteholders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Trustee, Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Noteholders being conclusively presumed by the Lenders’ Noteholders' request for this Guaranty Agreement and delivery of the same to the AgentTrustee.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, unconditional, absolute, irrevocable, completed and continuing guaranty of payment and performance and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor Guarantors and shall continue to be effective with respect to debt under the Liabilities any Guaranteed Obligations arising or created after any attempted revocation by any Guarantor and after (if any Guarantor is a natural person) any Guarantor’s death (in which event this Guaranty shall remain in full force be binding upon such Guarantor’s estate and effect until the Liabilities are paid in full such Guarantor’s legal representatives and the Commitments are terminated, notwithstanding heirs). The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the Liabilities, and Guaranteed Obligations may be increased or reduced shall not release or discharge the Lenders may waive any Default or Events obligation of Default without notice Guarantors to Lender with respect to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesGuaranteed Obligations. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lender and any subsequent holder of any of the Liabilities Note and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesNote. Guarantor hereby expressly waives presentment, demand, notice This Guaranty shall terminate upon the earlier to occur of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration (i) payment in full of the maturity Debt, or (ii) complete payment and performance of all of the Guaranteed Work, or (iii) Final Completion of the Project; provided, however, that if, at the time any other notice of the events set forth in connection with the Liabilitiesforegoing clauses (i), (ii) or (iiiv), as applicable, shall occur, Guarantors are then in the process of completing any of the Guaranteed Work, Guarantors shall, at Lender’s reasonable expense, reasonably cooperate to transition such completion to Lender or its designee, including, without limitation, assigning to Lender or its designee any construction-related contracts not previously assigned to Lender, making Guarantors’ employees available to Lender or its designee for construction status briefings and to answer questions regarding construction of such Guaranteed Work, and also notice turning over to Lender copies of acceptance of this Guaranty AgreementGuarantors’ books, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement records and delivery of the same files relating to the Agentconstruction and completion of such Guaranteed Work.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Revolving Credit Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders may waive any Default or Events Event of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Except as otherwise expressly provided herein, Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty AgreementGuaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement is intended to be an irrevocable, absolute, irrevocable, completed and continuing guaranty of payment and is not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by any Guarantor; provided, however, if, according to applicable law, it shall ever be determined or held that a guarantor under a continuing guaranty such as this Guaranty Agreement shall have the absolute right, notwithstanding the express agreement of such a guarantor otherwise, to revoke such guaranty as to Guaranteed Debt which has then not yet arisen, then any Guarantor may deliver to Administrative Agent written notice that such Guarantor will not be liable hereunder for any Guaranteed Debt created, incurred, or arising after the giving of such notice, and such notice will be effective as to such Guarantor from and after (but not before) such times as said written notice is actually delivered to and received by and receipted for in writing by Administrative Agent; provided that such notice shall not in anywise affect, impair, or limit the liability and responsibility of any other person or entity with respect to any Guaranteed Debt theretofore existing or thereafter existing, arising, renewed, extended, or modified; provided, further, that such notice shall not affect, impair, or release the liability and responsibility of such Guarantor with respect to Guaranteed Debt created, incurred, or arising prior to the receipt of such notice by Administrative Agent as aforesaid, or in respect of any renewals, extensions, or modifications of such Guaranteed Debt, or in respect of interest or costs of collection thereafter incurred on or with respect to such Guaranteed Debt, or with respect to attorneys’ fees thereafter becoming payable hereunder with respect to such Guaranteed Debt, and shall continue to be effective with respect to debt under the Liabilities any Guaranteed Debt arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding any Guarantor. The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the LiabilitiesGuaranteed Debt may be increased, and reduced, or paid in full shall not release, discharge, or reduce the Lenders may waive any Default obligation of Guarantors with respect to indebtedness or Events obligations of Default without notice Borrower to the Guarantor and in such event Guarantor will remain fully bound hereunder on Credit Parties thereafter incurred (or other Guaranteed Debt thereafter arising) under the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstatedCredit Agreement, as the case may beNotes, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Credit Parties and any subsequent holder of any of the Liabilities Guaranteed Debt and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentGuaranteed Debt.

Nature of Guaranty. CONTINUING, ABSOLUTE AND UNCONDITIONAL. (a) This Guaranty Agreement is an absolute, irrevocable, completed and is intended to be a continuing guaranty of payment of the Guaranty Indebtedness, independent of and in addition to any other guaranty, indorsement, collateral or other agreement held by Agent or Lenders therefor or with respect thereto, whether or not a guaranty furnished by Guarantor. The obligations of collectionGuarantor to repay the Guaranty Indebtedness hereunder shall be unconditional. (b) Until the Guaranty Indebtedness has been paid in full in cash, Guarantor shall have no right, claim or remedy of subrogation, reimbursement, contribution or any similar rights against Borrowers or any other guarantor with respect to the Guaranty Indebtedness and hereby waives all such rights including, without limitation, any right to enforce any remedy which Agent or any Lender now has or may hereafter have against Borrowers, any endorser or any other guarantor of all or any part of the Guaranty Indebtedness, and no notice Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to Agent, on behalf of the Liabilities Lenders, to secure payment of the Guaranty Indebtedness or any extension part thereof or any other liability of credit already the Borrower to Agent or hereafter contracted by the Lenders. If any amount shall be paid to any Guarantor on account of any payment made hereunder at any time when the Guaranty Indebtedness shall not have been paid in full in cash, such amount shall be held in trust for the benefit of Agent and Lenders and shall forthwith be paid to Agent to be credited and applied, whether the Guaranty Indebtedness is matured or extended unmatured, in accordance with the terms of the Loan Agreement. Guarantor authorizes Agent, on behalf of itself and Lenders, to Borrower need be given take any action or exercise any remedy with respect to such collateral which Agent, on behalf of itself and Lenders, in its sole discretion shall determine, without notice to Guarantor. This Guarantor further agrees that any and all claims of Guarantor against Borrowers, any endorser or any other guarantor of all or any part of the Guaranty Agreement may not be revoked Indebtedness, or against any of their respective properties, whether arising by reason of any payment by Guarantor to Agent, on behalf of itself and Lenders, pursuant to the provisions hereof, or otherwise, shall continue be subordinate and subject in right of payment to be effective the prior payment, in full, of any and all principal and interest, all fees, all reasonable costs of collection (including reasonable attorneys' fees and time charges) and any other liabilities or obligations owing to Agent and Lenders by the Borrowers which may arise either with respect to debt or on any note, instrument, document, item, agreement or other writing heretofore, now or hereafter delivered to any Lender or Agent. In the event Agent, on behalf of itself and Lenders, in its sole discretion elects to give notice of any action with respect to the collateral securing the Guaranty Indebtedness or any part thereof, ten (10) days' written notice mailed to Guarantor by ordinary mail at the address shown hereon shall be deemed reasonable notice of any matters contained in such notice. Guarantor consents and agrees that Agent, on behalf of itself and Lenders, shall be under no obligation to xxxxxxxx any assets in favor of Guarantor or against or in payment of any or all of the Liabilities arising Guaranty Indebtedness. (c) For the further security of Agent and Lenders and without in any way diminishing the liability of Guarantor, following the occurrence of an Event of Default and acceleration of the Guaranty Indebtedness of Borrowers, all debts and liabilities, present or created after any attempted revocation future of Borrowers to Guarantor and all monies received from Borrowers or for its account by Guarantor in respect thereof shall be received in trust for Lenders and forthwith upon receipt shall be paid over to Agent, for the benefit of itself and Lenders, until all of such Guaranty Indebtedness has been paid in full. The obligations of Guarantor in the preceding sentence shall be independent of and severable from this Guaranty and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend whether or not Guarantor is liable for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. amount under this Guaranty. (d) This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities Guarantor's obligations hereunder are absolute and unconditional and shall not be discharged changed or affected by any representation, oral agreement, act or thing whatsoever. This Guaranty is intended by Guarantor to be the assignment or negotiation of all or part final, complete and exclusive expression of the Liabilitiesguaranty agreement between Guarantor and Agent, on behalf of Lenders. Guarantor hereby expressly waives presentment, demand, notice No modification or amendment of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance provision of this Guaranty Agreementshall be effective unless in writing and signed by a duly authorized officer of Agent, acceptance on the part behalf of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, unconditional, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Counterparty need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid and performed in full and all of the Commitments Commitments, Hedging Transactions and Transaction Documents are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Counterparty and the Lenders Hedge Provider may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders Hedge Provider may waive any Default or Events Potential Event of Default Default, Event of Default, Termination Event or other Specified Event without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders Hedge Provider upon the insolvency, bankruptcy or reorganization of Borrower any Transaction Party or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Agent Hedge Provider and any subsequent assignee of any Transaction Document or any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Potential Default, Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any Termination Event or other notice in connection with the Liabilities, Specified Event and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders Hedge Provider being conclusively presumed by the Lenders’ Hedge Provider’s request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower EEX Capital need be given to GuarantorEEX. This Guaranty Agreement may not be revoked by Guarantor EEX and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor EEX and shall remain in full force and effect until the Liabilities are indefeasibly paid in full and the Commitments are terminatedfull, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower EEX Capital and the Lenders MIStS Issuer may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders MIStS Issuer may waive any Default or Events of Default without notice to the Guarantor EEX and in such event Guarantor EEX will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders MIStS Issuer upon the insolvency, bankruptcy or reorganization of Borrower EEX or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent MIStS Issuer and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor EEX hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders MIStS Issuer being conclusively presumed by the Lenders’ MIStS Issuer's request for this Guaranty Agreement and delivery of the same to the AgentMIStS Issuer.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Subordinated Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Subordinated Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Subordinated Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Subordinated Obligations may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesSubordinated Obligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesSubordinated Obligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Subordinated Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Agent and any subsequent holder of any of the Liabilities Subordinated Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesSubordinated Obligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement guaranty and delivery of the same Guarantors' being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, absolute, irrevocable, completed and continuing guaranty of payment payment, performance and completion and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall remain be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs). Except as expressly provided in full force this Guaranty, the obligations of Guarantor under this Guaranty shall be unlimited in amount and effect until the Liabilities are paid in full primary and the Commitments are terminateddirect, notwithstanding and not conditional or contingent upon pursuit by Seller of any remedies each may have against any other Person. The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the LiabilitiesGuaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Seller with respect to the Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Guaranty, (a) this Guaranty shall terminate and be of no further force or effect at such time as the Obligations have been indefeasibly paid and satisfied in full, and there has expired the Lenders may waive maximum possible period thereafter during which any Default payment made by Guarantor or Events of Default without notice others to Seller with respect to the Guarantor Obligations could be deemed a preference under the Bankruptcy Code, and in (b) Guarantor’s obligations under Section 1.1 above shall terminate when completion construction of the Improvements has occurred, as confirmed by the issuance of such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective final certificates of occupancy or be reinstatedtheir equivalent, as the case Transfer Documents may berequire, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, and all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent work and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice materials in connection with the Liabilitiessame have been paid for, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of including that all lien contests in connection with the same to the Agenthave been resolved and Buyer (or Guarantor) has paid any balance due upon such resolution.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guarantied Obligations, and is not a guaranty of collectioncollection or collectability. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guarantied Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against any Guarantied Obligation that would or might be available to Seller, other than actual payment and performance of such Guarantied Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guarantied Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guarantied Obligations as if they were and continued to be legally enforceable, all in accordance with their terms and, in the case of Insolvency Proceedings, before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Without limiting the generality of the foregoing, if the Guarantied Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guarantied Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of all of Guarantor’s assets, with respect to all the Guarantied Obligations, even though Seller’s liability for the Guarantied Obligations may be less limited in scope or less burdensome. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable under the Liabilities Guarantied Obligations regardless of the scope of Seller’s liability thereunder. Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which Buyer disburses the Purchase Price for any attempted revocation Purchased Loan to Seller or otherwise, or any waiver of the terms of any Transaction Document by Guarantor and Buyer or other failure of Buyer to require full compliance with the Transaction Documents. Guarantor’s liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Transaction Documents have been paid in full and all other performance required under the Commitments are terminatedTransaction Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstandingexcept as expressly provided otherwise in this Guaranty. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guarantor’s liability under this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand, notice or (d) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentTransaction Document.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty a guarantee of payment and not a guaranty of collectioncollectability. The Guarantor's liability hereunder is absolute, independent and no notice unconditional. In the event of default in payment by Ember or the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor Guaranteed Obligations, the Guarantor's liability hereunder shall constitute an immediate, direct and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities primary obligation and shall not be discharged contingent upon Lender's exercise or enforcement of any remedy available against Ember, the Guarantor or any other person (including any other guarantors). Any amount payable by the assignment Guarantor under this Guaranty which is not paid forthwith upon demand therefor will bear interest from the date of such demand until paid in full at the rate or negotiation of all rates applicable to the corresponding Guaranteed Obligation under the Loan Agreement. The Guarantor will not enforce any right that it may at any time have against Ember or part any other guarantor or any collateral for any of the LiabilitiesGuaranteed Obligations, including, but not limited to, rights of subrogation, exoneration, reimbursement and contribution and whether arising by operation of law or otherwise, until all of the Guaranteed Obligations have been paid, observed and performed in full, except that this Section 2 will not apply to routine acts, such as the giving of notices and the filing of continuation statements, necessary to preserve any such rights. Save and except for the receipt by the Lender of the full, final and definitive amount of its claim against Xxxxx, with respect to the Guaranteed Obligations, the obligations of the Guarantor hereunder will not be reduced, limited or terminated, nor will the Guarantor be discharged from any obligation hereunder, for any reason whatsoever. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest any and notice of protest all defences related to the Guaranteed Obligations save and dishonor, notice of Default or Event of Default, notice of intent to accelerate except for the maturity and notice of acceleration receipt by the Lender of the maturity full, final and any other notice in connection definitive amount of its claim against Ember with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same respect to the AgentGuaranteed Obligations.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, absolute, irrevocableunconditional, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. The fact that the Liabilities may be rearranged, increased, reduced, extended for any period and/or renewed from time to time or paid in full without notice to Guarantor shall not release, discharge or reduce the obligation of Guarantor with respect to the Liabilities, and Guarantor shall remain fully bound hereunder. In the event that Lender must rescind or restore any payment received by Lender in satisfaction of the Liabilities, as set forth herein, any prior release or discharge from the terms of this Guaranty Agreement given to Guarantor by Lender shall be without effect, and this Guaranty Agreement shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor's obligations hereunder shall not be discharged except by Guarantor's performance of such obligations and then only to the extent of such performance. This Guaranty Agreement may be enforced by Lender and any subsequent holder of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities is rescinded or must otherwise be returned by any of the Lenders Lender upon the insolvency, bankruptcy bankruptcy, reorganization, receivership or reorganization of Borrower other debtor relief proceeding involving Borrower, or otherwiseafter any attempted revocation by Guarantor, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives notice of intent to accelerate, notice of acceleration, presentment, demand, notice of non-payment, protest and protest, notice of protest and dishonor, notice of Default dishonor or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the whatsoever on any and all forms of such Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Lender being conclusively presumed by the Lenders’ its request for this Guaranty Agreement and delivery of the same to the Agentit.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, absolute, irrevocable------------------ complete, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to the Guarantor. The Liabilities may be rearranged, increased, reduced, extended for any period, and/or renewed from time to time, or paid in full without notice to the Guarantor; and such events shall not release, discharge, or reduce the obligation of the Guarantor with respect to the Liabilities, and the Guarantor shall remain fully bound hereunder notwithstanding the occurrence of such events. In the event that the Lender must rescind or restore any payment received by such Lender in satisfaction of the Liabilities, as set forth herein, any prior release or discharge from the terms of this Guaranty Agreement given to the Guarantor by such Lender shall be without effect, and this Guaranty Agreement shall continue to be effective or shall be reinstated, as the case may be. It is the intention of the Borrower and the Guarantor that obligations of the Guarantor hereunder shall not be discharged except by the Guarantor's performance of such obligations and then only to the extent of such performance. This Guaranty Agreement shall not be discharged by the assignment or negotiation of all or part of the Liabilities. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities is rescinded or must otherwise be returned by any of the Lenders Lender upon the insolvency, bankruptcy bankruptcy, reorganization, receivership, or reorganization of Borrower other debtor relief proceeding involving the Borrower, or otherwiseafter any attempted revocation by the Guarantor, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of intent to accelerate, notice of acceleration, protest, notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the whatsoever on any and all forms of such Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, absolute, irrevocablecompleted, completed and continuing guaranty of payment and performance and not a guaranty of collection, and no shall not be affected by the release or discharge of Borrower from, or impairment or modification of, Borrower’s obligations with respect to any of the Indebtedness in any bankruptcy, receivership, or other insolvency proceedings or otherwise. No notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. The fact that the Indebtedness may be rearranged, increased, reduced, extended for any period, and/or renewed from time to time, or paid in full without notice to Guarantor shall not release, discharge, or reduce the obligation of Guarantor with respect to the Indebtedness, and Guarantor shall remain fully bound hereunder. It is the intention of Lender and Guarantor that Guarantor’s obligations hereunder shall not be discharged at any time prior to the occurrence of both: (i) Payment in full of the Indebtedness; and (ii) Expiration of Lender’s obligation to advance monies to Borrower pursuant to the Note or any Loan Document. This Guaranty Agreement may be enforced by Lender and any subsequent holder of the Indebtedness, and shall not be discharged by the assignment or negotiation of all or part of the Indebtedness. This Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities Indebtedness is rescinded or must otherwise be returned by any of the Lenders Lender upon the insolvency, bankruptcy bankruptcy, reorganization, receivership, or reorganization of Borrower other debtor relief proceeding involving Borrower, or otherwiseafter any attempted revocation by Guarantor, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and protest, notice of protest and dishonor, notice of Default or Event of Defaultintent to accelerate, notice of intent to accelerate the maturity and notice of acceleration of the maturity acceleration, and any other notice in connection with the Liabilitieswhatsoever on any and all forms of such Indebtedness, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Lender being conclusively presumed by the Lenders’ its request for this Guaranty Agreement and delivery of the same to the AgentLender.

Nature of Guaranty. CONTINUING, ABSOLUTE AND UNCONDITIONAL. (b) This Guaranty Agreement is an absolute, irrevocable, completed and is intended to be a continuing guaranty of payment of the Guaranty Indebtedness, independent of and in addition to any other guaranty, indorsement, collateral or other agreement held by Agent or Lenders therefor or with respect thereto, whether or not a guaranty furnished by Guarantor. The obligations of collectionGuarantor to repay the Guaranty Indebtedness hereunder shall be unconditional. (c) Until the Guaranty Indebtedness has been paid in full in cash, Guarantor shall have no right, claim or remedy of subrogation, reimbursement, contribution or any similar rights against Borrowers or any other guarantor with respect to the Guaranty Indebtedness and hereby waives all such rights including, without limitation, any right to enforce any remedy which Agent or any Lender now has or may hereafter have against Borrowers, any endorser or any other guarantor of all or any part of the Guaranty Indebtedness, and no notice Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to Agent, on behalf of the Liabilities Lenders, to secure payment of the Guaranty Indebtedness or any extension part thereof or any other liability of credit already the Borrower to Agent or hereafter contracted by the Lenders. If any amount shall be paid to any Guarantor on account of any payment made hereunder at any time when the Guaranty Indebtedness shall not have been paid in full in cash, such amount shall be held in trust for the benefit of Agent and Lenders and shall forthwith be paid to Agent to be credited and applied, whether the Guaranty Indebtedness is matured or extended unmatured, in accordance with the terms of the Loan Agreement. Guarantor authorizes Agent, on behalf of itself and Lenders, to Borrower need be given take any action or exercise any remedy with respect to such collateral which Agent, on behalf of itself and Lenders, in its sole discretion shall determine, without notice to Guarantor. This Guarantor further agrees that any and all claims of Guarantor against Borrowers, any endorser or any other guarantor of all or any part of the Guaranty Agreement may not be revoked Indebtedness, or against any of their respective properties, whether arising by reason of any payment by Guarantor to Agent, on behalf of itself and Lenders, pursuant to the provisions hereof, or otherwise, shall continue be subordinate and subject in right of payment to be effective the prior payment, in full, of any and all principal and interest, all fees, all reasonable costs of collection (including reasonable attorneys' fees and time charges) and any other liabilities or obligations owing to Agent and Lenders by the Borrowers which may arise either with respect to debt or on any note, instrument, document, item, agreement or other writing heretofore, now or hereafter delivered to any Lender or Agent. In the event Agent, on behalf of itself and Lenders, in its sole discretion elects to give notice of any action with respect to the collateral securing the Guaranty Indebtedness or any part thereof, ten (10) days' written notice mailed to Guarantor by ordinary mail at the address shown hereon shall be deemed reasonable notice of any matters contained in such notice. Guarantor consents and agrees that Agent, on behalf of itself and Lenders, shall be under no obligation to marshall any assets in favor of Guarantor or against or in payment ox xxx xx all of the Liabilities arising Guaranty Indebtedness. (d) For the further security of Agent and Lenders and without in any way diminishing the liability of Guarantor, following the occurrence of an Event of Default and acceleration of the Guaranty Indebtedness of Borrowers, all debts and liabilities, present or created after any attempted revocation future of Borrowers to Guarantor and all monies received from Borrowers or for its account by Guarantor in respect thereof shall be received in trust for Lenders and forthwith upon receipt shall be paid over to Agent, for the benefit of itself and Lenders, until all of such Guaranty Indebtedness has been paid in full. The obligations of Guarantor in the preceding sentence shall be independent of and severable from this Guaranty and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend whether or not Guarantor is liable for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. amount under this Guaranty. (e) This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities Guarantor's obligations hereunder are absolute and unconditional and shall not be discharged changed or affected by any representation, oral agreement, act or thing whatsoever. This Guaranty is intended by Guarantor to be the assignment or negotiation of all or part final, complete and exclusive expression of the Liabilitiesguaranty agreement between Guarantor and Agent, on behalf of Lenders. Guarantor hereby expressly waives presentment, demand, notice No modification or amendment of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance provision of this Guaranty Agreementshall be effective unless in writing and signed by a duly authorized officer of Agent, acceptance on the part behalf of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guarantors' liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Note and the Loan, and is not a guaranty Guaranty of collectioncollection or collectibility. Guarantors' liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Loan Documents. Guarantors' liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guaranteed Obligations. Guarantors acknowledge that they are fully obligated under this Guaranty even if Borrower had no liability at the time of execution of the Loan Documents or later ceases to be liable under any extension of credit already Loan Document, whether pursuant to Insolvency Events or hereafter contracted by or extended to Borrower need be given to Guarantorotherwise. This Guaranty Agreement may Guarantors shall not be revoked by Guarantor entitled to claim, and irrevocably covenant not to raise or assert, any defenses against the Guaranteed Obligations that would or might be available to Borrower, other than actual payment and performance of all Obligations in full in accordance with their terms. Guarantors waive any right to compel Lender to proceed first against Borrower before proceeding against any of Guarantors. Guarantors agree that if any of the Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Events, or for any other reason), then each of Guarantors' liability under this Guaranty shall continue to be effective in full force with respect to debt all Obligations as if they were and continued to be legally enforceable. Guarantors also recognize and acknowledge that their respective liability under this Guaranty may be more extensive in amount and more burdensome than that of Borrower. Guarantors waive any defenses to this Guaranty arising or purportedly arising from the manner in which Lender disburses the Loan to Borrower or otherwise, or any waiver of the terms of any Loan Document by Lender or other failure of Lender to require full compliance with the Loan Documents. Guarantors' liability under this Guaranty shall continue until all sums due under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are Loan Documents have been paid in full and all other performance required under the Commitments are terminatedLoan Documents shall have been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and except as expressly provided otherwise in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentGuaranty.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment and not a guaranty of collection. Therefore, the Bank may insist that the Guarantor pay immediately, and no notice the Bank is not required to attempt to collect first from the Borrower, the Collateral, or any other person liable for the Liabilities. The obligation of the Liabilities Guarantor shall be unconditional and absolute even if all or any extension part of credit already any agreement between the Bank and the Borrower is unenforceable, void, voidable or hereafter contracted by illegal, and regardless of the existence of any defense, setoff or extended to counterclaim which the Borrower need be given to Guarantormay assert. This Guaranty Agreement may not be revoked by The Guarantor agrees that, as between the Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until Bank, the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction, or other prohibition which may prevent, delay, or vitiate any declaration as regards the Borrower and that in the Lenders may modifyevent of a declaration or attempted declaration, alterthe Liabilities shall immediately become due and payable by the Guarantor for the purposes of this Guaranty. The obligations of the Guarantor under this Guaranty shall not be affected by any war, rearrangeriot, extend or revolution impacting multinational companies or any act of expropriation, nationalization, or currency inconvertibility or nontransferability arising from governmental, judicial, legislative, or executive measures affecting the Guarantor, the Borrower, or the property of the Guarantor or the Borrower. If the Borrower is a corporation, limited liability company, partnership, trust, or other type of legal entity, it is not necessary for any period and/or renew from time the Bank to time inquire into the Liabilitiespowers of the Borrower or the officers, directors, members, managers, partners, trustees or agents acting or purporting to act on its behalf, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and made or created in reliance upon the professed exercise of such powers shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agentguaranteed hereunder.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to the Guarantor. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Without prejudice to any notices expressly required by the terms hereof, the Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Revolving Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders Secured Parties may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders Secured Parties upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Administrative Agent and any subsequent permitted holder of any of the Liabilities Obligations and shall not be discharged by the permitted assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders Secured Parties being conclusively presumed by the LendersSecured Parties’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This The liability of Guarantors under this Guaranty Agreement is an absoluteshall be primary, irrevocable, completed direct and continuing guaranty of payment immediate and not a guaranty conditional or contingent upon pursuit by Lender of collection, and no notice of the Liabilities any remedies it may have against Borrower or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising Note or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon Loan Documents. No exercise or non-exercise by Lender of any right given to it hereunder or under the insolvencyNote or any Loan Document shall affect any of Guarantors’ obligations hereunder or give Guarantors any recourse against Lender. Without limiting the generality of the foregoing, bankruptcy Lender shall not be required to make any demand on Borrower, or reorganization otherwise pursue or exhaust its remedies against Borrower or any collateral security for the obligations of Borrower or otherwiseany Guarantor before, all as though such payment had not been madesimultaneously with or after, enforcing its rights and remedies hereunder against Guarantors. This Guaranty Agreement Any one or more successive and/or concurrent actions may be enforced by brought hereon against Guarantors either in the Agent same action, if any, brought against Borrower, or in separate actions, as often as Lender, in his sole discretion, may deem advisable. The obligations of Guarantors under this Guaranty shall be unconditional irrespective of failure of genuineness, validity, regularity or enforceability of the Note resulting from action or inaction on the part of Borrower or any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Guarantors hereby expressly waive acceptance hereof, and any subsequent holder of any notice or demand to which they would otherwise be entitled hereunder solely by reason of the Liabilities and shall not be discharged by the assignment or negotiation fact that its position is one of all or part of the Liabilities. Guarantor hereby expressly waives presentmentsuretyship, demand, including without limitation notice of non-performance of Borrower under the Note or of any Guarantor under any Loan Documents and presentment for payment, protest and protest, or notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate for any obligation created under the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentNote.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to the Guarantor. The guaranty evidenced hereby is joint and several with all other guarantees of the Obligations. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Borrower, the Agent and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Agent and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been madeObligations. This Guaranty Agreement may be enforced by the Agent and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.of

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed a joint and continuing guaranty several guarantee of payment and not a guaranty of collection. At any time when the amounts owing under this Guaranty, and no notice of the Liabilities or any extension portion thereof, have not been paid when due, the Beneficiaries, together or individually, can require that the Guarantors, or any of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt them, pay the Beneficiaries the amounts owing under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the LiabilitiesGuaranty immediately, and the Lenders Beneficiaries are not required to collect or to attempt to collect first from the Owner, any collateral or any other person liable for the amounts owing under the Guaranty. The Guarantors’ liability for payment of that portion of the Recapture Obligation guaranteed hereunder shall be a primary obligation and shall be absolute and unconditional. The Guarantors agree that none of the following acts, omissions or occurrences shall diminish or impair the liability of the Guarantors in any respect (all of which acts, omissions or occurrences may waive any Default be done or Events of Default occur without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective any Guarantor): Any extension, modification, indulgence, compromise, settlement or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder variation of any of the Liabilities and shall not be discharged terms of the Recapture Obligation. The discharge or release of any obligations of the Owner or any other person now or hereafter liable on the Recapture Obligation, by reason of bankruptcy or insolvency laws or otherwise. The acceptance or release by the assignment Authority or negotiation the Mortgagee of all any collateral, security or part other guaranty, or any settlement, compromise or extension with respect to any collateral, security or other guaranty. The application or allocation by the Authority or the Mortgagee of payments, collections or credits on the Recapture Obligation. The creation of any new indebtedness by the Owner. The making of a demand, or absence of demand, for payment of the Liabilities. Guarantor hereby expressly waives presentmentamounts owing under the Guaranty, demandor giving, or failing to give, any notice of dishonor, protest, presentment or non-payment, protest and notice of protest and dishonor, notice of Default payment or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilitiesnotice. Any failure, and also notice of acceptance of this Guaranty Agreement, acceptance omission or delay on the part of the Agent Owner, the Guarantors or any other person now or hereafter liable on Recapture Obligation, or anyone claiming by or through any of them, to comply with any instrument or agreement relating to any of the Recapture Obligation. To the extent permitted by law, any release or discharge, by operation of law, of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in this Guaranty. Any merger or consolidation of the Owner, the Guarantors or any other person now or hereafter liable on Recapture Obligation of the Owner, into or with any other corporation or other entity, or any sale, lease or transfer of any of the assets of the Owner or the Guarantors to any other person or entity. Any other occurrence or circumstance (other than payment hereunder) which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Guarantors. The obligations of the Guarantors set forth in this Guaranty constitute full recourse obligations of the Guarantors, enforceable against the Guarantors (and each of them) to the full extent of the Guarantors’ assets and properties. Each Guarantor’s liability under this Guaranty is independent of such Guarantor’s liability under any other guaranty previously or subsequently executed by such Guarantor as to all or any part of the Recapture Obligation, and may be enforced for the benefit full amount of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery regardless of the same to the Agentany Guarantor's liability under any other guaranty.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Subordinated Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Subordinated Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Subordinated Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Subordinated Obligations may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesSubordinated Obligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesSubordinated Obligations. This Guaranty Agreement guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Subordinated Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Agent and any subsequent holder of any of the Liabilities Subordinated Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesSubordinated Obligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. CONTINUING, ABSOLUTE AND UNCONDITIONAL. (a) This Guaranty Agreement is an absolute, irrevocable, completed and is intended to be a continuing guaranty of payment of the Guaranteed Obligations, independent of and in addition to any other guaranty, indorsement, collateral or other agreement held by Agent or the Lenders therefor or with respect thereto, whether or not a guaranty furnished by Guarantor. The obligations of collectionGuarantor to repay the Guaranteed Obligations hereunder shall be limited to the lesser of the amount of the Guaranteed Obligations or the value of the Pledged Collateral. (b) Until the Guaranteed Obligations have been paid in full on the Termination Date, Guarantor shall have no right, claim or remedy of subrogation, reimbursement, contribution or any similar rights against Borrowers or any other guarantor with respect to the Guaranteed Obligations and hereby waives any right to enforce any remedy which Agent or any Lender now has or may hereafter have against Borrowers, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, and no notice Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to Agent, on behalf of itself and the Lenders, to secure payment of the Liabilities Guaranteed Obligations or any extension part thereof or any other liability of credit already Borrowers to Agent or hereafter contracted by the Lenders. If any amount shall be paid to Guarantor on account of any payment made hereunder at any time prior to payment in full of the Guaranteed Obligations, such amount shall be held in trust for the benefit of Agent and the Lenders and shall forthwith be paid to Agent to be credited and applied, whether the Guaranteed Obligations are matured or extended unmatured, in accordance with the terms of the Loan Agreement. Guarantor authorizes Agent, on behalf of itself and the Lenders, to Borrower need be given take any action or exercise any remedy with respect to any collateral which Agent, on behalf of itself and the Lenders, in its sole discretion shall determine subject to applicable law, without notice to Guarantor. This Guaranty Agreement may not be revoked Guarantor further agrees that any and all claims of Guarantor against Borrowers, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, whether arising by reason of any payment by Guarantor to Agent, on behalf of itself and the Lenders, pursuant to the provisions hereof, or otherwise, including, without limitation, all Intercompany Accounts, shall continue be subordinate and subject in right of payment to be effective the prior payment, in full, of the Guaranteed Obligations. In the event Agent, on behalf of itself and the Lenders, in its sole discretion elects to give notice of any action with respect to debt the collateral securing the Guaranteed Obligations or any part thereof, ten (10) days' written notice mailed to Guarantor by ordinary mail at the address set forth in Section 13 hereof shall be deemed reasonable notice of any matters contained in such notice. Guarantor consents and agrees that Agent, on behalf of itself and the Lenders, shall be under no obligation to marsxxxx xxx assets in favor of Guarantor or against or in payment of any or all of the Liabilities arising Guaranteed Obligations. (c) For the further security of Agent and the Lenders and without in any way diminishing the liability of Guarantor, all debts and liabilities, present or created after any attempted revocation future of Borrowers to Guarantor and all monies received from Borrowers or for their account by Guarantor in respect thereof in violation of Section 9.15 of the Loan Agreement, shall be received in trust for Agent and the Lenders and forthwith upon receipt shall be paid over to Agent, for the benefit of itself and the Lenders, until all of such Guaranteed Obligations have been paid in full. This assignment and postponement is independent of and severable from this Guaranty and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend whether or not Guarantor is liable for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. amount under this Guaranty. (d) This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities Guarantor's obligations hereunder are absolute and unconditional and shall not be discharged changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by Guarantor to be the assignment or negotiation of all or part final, complete and exclusive expression of the Liabilitiesguaranty agreement between Guarantor and Agent, on behalf of itself and the Lenders. Guarantor hereby expressly waives presentment, demand, notice No modification or amendment of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance provision of this Guaranty Agreement, acceptance on the part shall be effective unless in writing and signed by a duly authorized officer of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Company need be given to the Guarantor. The guaranty evidenced hereby is joint and several with all other guarantees of the Obligations. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Company, the Administrative Agent and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Administrative Agent and the Lenders may waive any Default Defaults or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue Subject to be effective or be reinstated, as the case may be, if at any time any payment terms of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvencyCredit Agreement, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This this Guaranty Agreement may be enforced by the Administrative Agent and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-non- payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Administrative Agent for the benefit of and the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guarantor’s liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Guarantied Obligations, and is not a guaranty of collectioncollection or collectability. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Transaction Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guarantied Obligations. Subject to Section 2(b), Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Transaction Documents or later ceases to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings by or against Seller or otherwise (other than payment in full of the Guarantied Obligations). Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against any Guarantied Obligation that would or might be available to Seller, other than actual payment and performance of such Guarantied Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Security before proceeding against Guarantor. This Guarantor agrees that if any of the Guarantied Obligations are or become void or unenforceable against Seller (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective in full force with respect to debt all Guarantied Obligations subject to Section 2(b) as if they were and continued to be legally enforceable, all in accordance with their terms and, in the case of Insolvency Proceedings, before giving effect to the Insolvency Proceedings. Guarantor intends to be fully liable under the Liabilities Guarantied Obligations, as limited by Section 2(b), regardless of the scope of Seller’s liability therefor. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor waives any defenses to this Guaranty arising or created after purportedly arising from the manner in which Buyer disburses the Purchase Price for any attempted revocation Purchased Loan to Seller or otherwise, or any waiver of the terms of any Transaction Document by Guarantor and Buyer or other failure of Buyer to require full compliance with the Transaction Documents. Guarantor’s liability under this Guaranty shall remain in full force and effect continue until all sums due under the Liabilities are Transaction Documents have been paid in full and all other performance required under the Commitments are terminatedTransaction Documents has been rendered in full, notwithstanding that from time to time prior thereto no Liabilities may be outstandingexcept as expressly provided otherwise in this Guaranty. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guarantor’s liability under this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged limited or affected in any way by the assignment any impairment or negotiation any diminution or loss of all value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or part other defense(s) of the Liabilities. Guarantor hereby expressly waives presentmentSeller, demand, notice or (d) any breach by Seller of non-payment, protest and notice of protest and dishonor, notice of Default any representation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and warranty contained in any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentTransaction Document.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to GuarantorGuarantors. This Guaranty Agreement may not be revoked by Guarantor Guarantors and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor Guarantors and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are Commitment is terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders Lender may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders Lender may waive any Default or Events of Default without notice to the Guarantor Guarantors and in such event Guarantor Guarantors will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders Lender upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lender and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Each Guarantor hereby expressly waives presentmentpresent ment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Lender being conclusively presumed by the Lenders’ Lender's request for this Guaranty Agreement and delivery of the same to the AgentLender.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocableunconditional, completed irrevocable and continuing guaranty of payment and not a guaranty of collectionthe Guarantied Obligations, and no the obligations of the Guarantor hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment in full of the Guarantied Obligations. No notice of the Liabilities Guarantied Obligations to which this Guaranty may apply, or any renewal or extension of credit already or hereafter contracted by or extended to Borrower thereof, need be given to the Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and none of the Lenders may waive any Default or Events of Default without notice to foregoing acts shall release the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilitiesfrom liability hereunder. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. The Guarantor hereby expressly waives (a) demand of payment, presentment, demandprotest, or notice of dishonor for non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration payment of the maturity and any other notice in connection with the Liabilities, and also Guarantied Obligations; (b) notice of acceptance of this Guaranty Agreementand notice of any liability to which it may apply; and (c) all other notices and demands of any kind and description relating to the Guarantied Obligations now or hereafter provided for by any agreement, acceptance statute, law, rule, or regulation. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment of the Guarantied Obligations, it being the purpose and intent of this Guaranty that covenants, agreements, and all obligations of the Guarantor hereunder be absolute, unconditional, and irrevocable. No invalidity, irregularity, or unenforceability of all or any part of the Guarantied Obligations shall affect, impair, or be a defense of this Guaranty. The liabilities of the Guarantor herein shall not be affected or impaired by any failure, delay, neglect or omission on the part of the Agent for the benefit Principal to realize upon any of the Lenders being conclusively presumed Guarantied Obligations of Operator to the Principal nor by the Lenders’ request for taking by Principal of (or the failure to take) any other guaranty or guaranties to secure the Guarantied Obligations, nor by the taking by the Principal (or the failure to take or the failure to perfect any security interest in or other lien on) of collateral or security of any kind. No act or omission of the Principal, whether or not such action or failure to act varies or increases the risk, or affects the rights or remedies, of the Guarantor, shall affect or impair the obligations of the Guarantor hereunder. The Guarantor acknowledges that this Guaranty Agreement is in effect and delivery binding as of the same Effective Date without reference to whether this Guaranty is signed by any other person, that possession of this Guaranty by Principal shall be conclusive evidence of due delivery hereof by the AgentGuarantor and that this Guaranty shall continue in full force and effect notwithstanding the release of or extension of time provided to any other guarantor of the Guarantied Obligations or any part thereof.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to any Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminatedterminated or such Guarantor is released in accordance with the terms of this Agreement, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Borrowers and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement Other than with respect to any Guarantor that is released in accordance with the terms of this Agreement, this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Collateral Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement is an irrevocable, absolute, irrevocablecompleted, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to the Guarantor. The Liabilities may be rearranged, increased, reduced, extended for any period, and/or renewed from time to time, or paid in full without notice to the Guarantor; and such events shall not release, discharge, or reduce the obligation of the Guarantor with respect to the Liabilities, and the Guarantor shall remain fully bound hereunder notwithstanding the occurrence of such events. In the event that the Lender must rescind or restore any payment received by such Lender in satisfaction of the Liabilities, as set forth herein, any prior release or discharge from the terms of this Guaranty Agreement given to the Guarantor by such Lender shall be without effect, and this Guaranty Agreement shall continue to be effective or shall be reinstated, as the case may be. It is the intention of the Borrower and the Guarantor that obligations of the Guarantor hereunder shall not be discharged except by the Guarantor's performance of such obligations and then only to the extent of such performance. This Guaranty Agreement shall not be discharged by the assignment or negotiation of all or part of the Liabilities. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities is rescinded or must otherwise be returned by any of the Lenders Lender upon the insolvency, bankruptcy bankruptcy, reorganization, receivership, or reorganization of Borrower other debtor relief proceeding involving the Borrower, or otherwiseafter any attempted revocation by the Guarantor, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of intent to accelerate, notice of acceleration, protest, notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the whatsoever on any and all forms of such Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor. This Guaranty Agreement guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by such Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminatedterminated or such Guarantor is released in accordance with the terms of this Agreement, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. The Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the any Guarantor and in such event each Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement Other than with respect to any Guarantor that is released in accordance with the terms of this Agreement, this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement guaranty may be enforced by the Administrative Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreementguaranty, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement guaranty and delivery of the same Guarantors’ being party to the Agentthis Agreement.

Nature of Guaranty. This Guaranty Agreement guaranty is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower the Company need be given to the Guarantor. The guaranty evidenced hereby is joint and several with all other guarantees of the Obligations. This Guaranty Agreement guaranty may not be revoked by the Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by the Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower The Company, the Administrative Agent and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, Obligations and the Administrative Agent and the Lenders may waive any Default Defaults or Events of Default without notice to the Guarantor and in such event the Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue Subject to be effective or be reinstated, as the case may be, if at any time any payment terms of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvencyCredit Agreement, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This this Guaranty Agreement may be enforced by the Administrative Agent and/or the Lenders and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. The Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Administrative Agent for the benefit of and the Lenders being conclusively presumed by the Lenders’ their request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities Obligations or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities Obligations arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities Obligations may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the LiabilitiesObligations, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesObligations. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Administrative Agent and any subsequent holder of any of the Liabilities Obligations and shall not be discharged by the assignment or negotiation of all or part of the LiabilitiesObligations. Guarantor hereby expressly waives presentment, demand, notice of non-paymentnonpayment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesObligations, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ ' request for this Guaranty Agreement and delivery of the same to the Administrative Agent.

Nature of Guaranty. This Guarantor hereby acknowledges and agrees that this Guaranty Agreement (a) is an irrevocable, absolute, irrevocable, completed and continuing guaranty of payment and performance and not a guaranty of collection, (b) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Lender’s enforcement of remedies under the Loan Documents and (c) shall survive the foregoing and shall not merge with any resulting foreclosure, assignment in lieu or similar proceeding (if any) subject to Section 5.2 hereof. Guarantor acknowledges that there are no notice conditions precedent to the effectiveness of this Guaranty, and that this Guaranty is in full force and effect and is binding on Guarantor as of the Liabilities Closing Date, regardless of whether Lender obtains collateral or any extension of credit already guaranties from others or hereafter contracted takes any other action contemplated by or extended to Borrower need be given to Guarantorthis Guaranty. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall remain in full force be binding upon Guarantor’s estate and effect until the Liabilities are paid in full Guarantor’s legal representatives and the Commitments are terminated, notwithstanding heirs). The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the Liabilities, and Guaranteed Obligations may be increased or reduced shall not release or discharge the Lenders may waive any Default or Events obligation of Default without notice Guarantor to Lender with respect to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesGuaranteed Obligations. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lender and any subsequent holder of any of the Liabilities Note and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentNote.

Nature of Guaranty. This Guarantor’s guaranty constitutes a guaranty of payment of all of the Obligations when due and is not conditional or contingent upon any attempt to collect from, or pursue or exhaust any rights or remedies against, Buyer other than as stated in the following sentence. Upon Buyer’s failure to timely satisfy all or any portion of the Obligations in accordance with the Purchase Agreement, upon written demand by Seller to Guarantor stating that Buyer has failed to satisfy all or any portion of the Obligations when due and demanding payment of such Obligations, Guarantor shall promptly pay such Obligations to Seller; provided, that Guarantor shall not be liable to make any payment until fifteen Business Days following receipt by Guarantor of written notice from Seller that a payment or other amount is due and demanding payment. As it relates to the payment of any amounts to Seller, this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may Seller will not be revoked obligated, as a condition precedent to payment by Guarantor and shall continue hereunder, to be effective with respect file any claim relating to debt under the Liabilities arising Obligations in the event that Buyer becomes subject to a bankruptcy, reorganization or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilitiessimilar proceeding, and the Lenders failure or delay of Seller to file a claim will not affect Guarantor’s obligations hereunder. The obligations of Guarantor hereunder are independent of the obligations of any other Person, and a separate action may waive be brought against Guarantor to enforce this Guaranty whether or not Buyer is joined as a party. To the fullest extent permitted by applicable Law, Guarantor hereby waives, in each case for the benefit of Seller, all rights and defenses of any Default kind that may be available to Guarantor to deny or Events avoid payment of Default without notice its obligations hereunder in accordance with the express provisions hereof. The obligations of Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the obligations of Buyer under the Purchase Agreement or any instrument or agreement evidencing any such obligations, or by the existence, validity or enforceability or any fact or circumstance relating to the obligations which might otherwise constitute a defense to the obligations of Guarantor hereunder, and Guarantor irrevocably waives any defenses it may now have or hereafter acquire in such event Guarantor any way relating to any or all of the foregoing. Notwithstanding Article 4 hereof or anything else to the contrary contained herein, this Guaranty will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, reinstated if at any time any payment to Seller by Guarantor or Buyer on account of the Liabilities any Obligation is rescinded returned to Guarantor or must otherwise Buyer or is rescinded, invalidated, declared to be returned by fraudulent or preferential, set aside or required to be repaid for any of the Lenders reason whatsoever, including upon the insolvency, bankruptcy or reorganization of Borrower or otherwiseBuyer, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. CONTINUING, ABSOLUTE AND UNCONDITIONAL. (a) This Guaranty Agreement is an absolute, irrevocable, completed and is intended to be a continuing guaranty of payment of the Guaranteed Obligations, independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by Agent or the Lenders therefor or with respect thereto, whether or not a guaranty furnished by Guarantor. (b) Until the Guaranteed Obligations have been paid in full on the Termination Date, Guarantor shall have no right, claim or remedy of collectionsubrogation, reimbursement, contribution or any similar rights against Borrowers or any other guarantor with respect to the Guaranteed Obligations and hereby waives any right to enforce any remedy which Agent or any Lender now has or may hereafter have against Borrowers, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, and no notice Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to Agent, on behalf of itself and the Lenders, to secure payment of the Liabilities Guaranteed Obligations or any extension part thereof or any other liability of credit already Borrowers to Agent or hereafter contracted by the Lenders. If any amount shall be paid to Guarantor on account of any payment made hereunder at any time prior to payment in full of the Guaranteed Obligations, such amount shall be held in trust for the benefit of Agent and the Lenders and shall forthwith be paid to Agent to be credited and applied, whether the Guaranteed Obligations are matured or extended unmatured, in accordance with the terms of the Loan Agreement. Guarantor authorizes Agent, on behalf of itself and the Lenders, to Borrower need be given take any action or exercise any remedy with respect to any collateral which Agent, on behalf of itself and the Lenders, in its sole discretion shall determine, subject to applicable law, without notice to Guarantor. This Guaranty Agreement may not be revoked Guarantor further agrees that any and all claims of Guarantor against Borrowers, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, whether arising by reason of any payment by Guarantor to Agent, on behalf of itself and the Lenders, pursuant to the provisions hereof, or otherwise, including, without limitation, all Intercompany Accounts, shall continue be subordinate and subject in right of payment to be effective the prior payment, in full, of the Guaranteed Obligations. In the event Agent, on behalf of itself and the Lenders, in its sole discretion elects to give notice of any action with respect to debt the collateral securing the Guaranteed Obligations or any part thereof, ten (10) days' written notice mailed to Guarantor by 162 ordinary mail at the address set forth in Section 13 hereof shall be deemed reasonable notice of any matters contained in such notice. Guarantor consents and agrees that Agent, on behalf of itself and the Lenders, shall be under no obligation to marsxxxx xxx assets in favor of Guarantor or against or in payment of any or all of the Liabilities arising Guaranteed Obligations. (c) For the further security of Agent and the Lenders and without in any way diminishing the liability of Guarantor, all debts and liabilities, present or created after any attempted revocation future of Borrowers to Guarantor and all monies received from Borrowers or for their account by Guarantor in respect thereof in violation of Section 9.15 of the Loan Agreement, shall be received in trust for Agent and the Lenders and forthwith upon receipt shall be paid over to Agent, for the benefit of itself and the Lenders, until all of such Guaranteed Obligations have been paid in full. This assignment and postponement is independent of and severable from this Guaranty and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend whether or not Guarantor is liable for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. amount under this Guaranty. (d) This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities Guarantor's obligations hereunder are absolute and unconditional and shall not be discharged changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by Guarantor to be the assignment or negotiation of all or part final, complete and exclusive expression of the Liabilitiesguaranty agreement between Guarantor and Agent, on behalf of itself and the Lenders. Guarantor hereby expressly waives presentment, demand, notice No modification or amendment of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance provision of this Guaranty Agreement, acceptance on the part shall be effective unless in writing and signed by a duly authorized officer of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.

Nature of Guaranty. This Guarantor's liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Note and the Loan, and is not a guaranty of collection, and no notice of the Liabilities collection or any extension of credit already collectability. Guarantor's liability under this Guaranty is not conditioned or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders contingent upon the insolvencygenuineness, bankruptcy validity, regularity or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder enforceability of any of the Liabilities Loan Documents. Guarantor's liability under this Guaranty is a continuing, absolute, and unconditional obligation under any and all circumstances whatsoever, without regard to the validity, regularity or enforceability of any of the Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if the Borrowers or any one of them had no liability at the time of execution of the Loan Documents or later cease to be liable under any Loan Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be discharged entitled to claim, and irrevocably covenants not to raise or assert, any defenses against the Obligations that would or might be available to Borrowers, other than actual payment and performance of the Obligations in full. Guarantor waives any right to compel Lender to proceed first against Borrowers or any Security before proceeding against Guarantor. Guarantor agrees that if any of the Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor's liability under this Guaranty shall continue in full force with respect to such Obligations as if they were and continued to be legally enforceable. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Borrowers. Guarantor waives any defenses to this Guaranty arising or purportedly arising from the manner in which Lender disburses the Loan to Borrowers or otherwise, or any waiver of the terms of any Loan Document by Lender or other failure of Lender to require full compliance with the assignment Loan Documents. Guarantor's liability under this Guaranty shall continue until all sums due under the Loan Documents with respect to the Loan have been paid in full. Guarantor's liability under this Guaranty shall not be limited or negotiation affected in any way by any impairment or any diminution or loss of value of any Security whether caused by (a) hazardous substances, (b) Lender's failure to perfect a security interest in any Security, (c) any disability or other defense(s) of Borrowers or (d) any breach by any Borrower of any representation or warranty contained in any Loan Document. The liability of Guarantor hereunder shall in no way be terminated, affected, modified, impaired or diminished by reason of (v) any Borrower's and/or Guarantor's voluntary or involuntary subjection to an Insolvency Proceeding, (w) sale of all or substantially all of Guarantor's assets and liabilities, (x) appointment of a trustee, receiver, liquidator, sequestrator or conservator for all or any part of Guarantor's assets or (y) the Liabilities. commencement of other similar Proceedings affecting Guarantor hereby expressly waives presentmentor its assets, demandincluding, notice of non-paymentwithout limitation, protest and notice of protest and dishonorthe impairment, notice of Default limitation or Event of Default, notice of intent to accelerate the maturity and notice of acceleration modification of the maturity and liability of Guarantor in bankruptcy, or of any other notice in connection with remedy for the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part enforcement of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for Obligations, or Guarantor's liability under this Guaranty Agreement and delivery of the same to the AgentGuaranty.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment and not a guaranty of collection. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, and whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness. Accordingly, no notice payments made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Liabilities Indebtedness or any extension of credit already the Indebtedness which subsequently arises or is thereafter incurred or contracted. Any married person who signs this Guaranty hereby expressly agrees that recourse under this agreement may be had against both his or her separate property and community property, whether now owned or hereafter contracted by or extended to Borrower need be given to Guarantoracquired. DURATION OF GUARANTY. This Guaranty Agreement will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may not only do so in writing. Guarantor's written notice of revocation must be delivered to Lender at the address of Lender listed above or such other place as Lender may designate in writing. This Guaranty may be revoked by Guarantor and shall continue to be effective only with respect to debt Indebtedness incurred or contracted by Borrower, or acquired or committed to by Lender after the date on which written notice of revocation is actually received by Lender. No notice of revocation hereof shall be effective as to any Indebtedness: (a) existing at the date of receipt of such notice; (b) incurred or contracted by Borrower, or acquired or committed to by Lender, prior to receipt of such notice; (c) now existing or hereafter created pursuant to or evidenced by a loan agreement or commitment in existence prior to receipt of such notice under which Borrower is or may become obligated to Lender; or (d) renewals, extensions, consolidations, substitutions, and refinancings of the Liabilities arising foregoing. Guarantor waives notice of revocation given by any other guarantor of the Indebtedness. If Guarantor is an individual, this Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or created after any attempted revocation by incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death or incapacity. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Guarantor shall remain in full force be liable, jointly and effect until the Liabilities are paid in full and the Commitments are terminatedseverally, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. with Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation other guarantor of all or any part of the LiabilitiesIndebtedness and release of any other guarantor of the Indebtedness, or termination or revocation of any other guaranty of the Indebtedness, shall not affect the liability of Guarantor under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND IT IS SPECIFICALLY ACKNOWLEDGED AND AGREED BY GUARANTOR THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS ($0.00), SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor hereby expressly waives presentmentauthorizes Lender, demandeither before or after any revocation hereof, notice of non-paymentWITHOUT NOTICE OR DEMAND AND WITHOUT LESSENING GUARANTOR'S LIABILITY UNDER THIS GUARANTY, protest and notice of protest and dishonorFROM TIME TO TIME: (A) TO MAKE ONE OR MORE ADDITIONAL SECURED OR UNSECURED LOANS TO BORROWER, notice of Default or Event of DefaultTO LEASE EQUIPMENT OR OTHER GOODS TO BORROWER, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the LiabilitiesOR OTHERWISE TO EXTEND ADDITIONAL CREDIT TO BORROWER; (B) TO ALTER, and also notice of acceptance of this Guaranty AgreementCOMPROMISE, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentRENEW, EXTEND, ACCELERATE, OR OTHERWISE CHANGE ONE OR MORE TIMES THE TIME FOR PAYMENT OR OTHER TERMS OF THE INDEBTEDNESS OR ANY PART OF THE INDEBTEDNESS, INCLUDING INCREASES AND DECREASES OF THE RATE OF INTEREST ON THE INDEBTEDNESS; EXTENSIONS MAY BE REPEATED AND MAY BE FOR LONGER THAN THE ORIGINAL LOAN TERM; (C) TO TAKE AND HOLD SECURITY FOR THE PAYMENT OF THIS GUARANTY OR THE INDEBTEDNESS, AND EXCHANGE, ENFORCE, WAIVE, FAIL OR DECIDE NOT TO PERFECT, AND RELEASE ANY SUCH SECURITY, WITH OR WITHOUT THE SUBSTITUTION OF NEW COLLATERAL; (D) TO RELEASE, SUBSTITUTE, AGREE NOT TO SUE, OR DEAL WITH ANY ONE OR MOXX OF BORROWER'S SURETIES, ENDORSERS, OR OTHER GUARANTORS ON ANY TERMS OR IN ANY MANNER LENDER MAY CHOOSE; (E) TO DETERMINE HOW, WHEN AND WHAT APPLICATION OF PAYMENTS AND CREDITS SHALL BE MADE ON THE INDEBTEDNESS; (F) TO APPLY ANY PROCEEDS IT RECEIVES AS A RESULT OF THE FORECLOSURE OR OTHER REALIZATION ON ANY COLLATERAL FOR THE INDEBTEDNESS TO THAT PORTION, IF ANY, OF THE INDEBTEDNESS NOT GUARANTEED HEREUNDER OR TO ANY OTHER INDEBTEDNESS SECURED BY SUCH COLLATERAL, AS LENDER IN ITS DISCRETION MAY DETERMINE; (G) TO SELL, TRANSFER, ASSIGN, OR GRANT PARTICIPATIONS IN ALL OR ANY PART OF THE INDEBTEDNESS; AND (H) TO ASSIGN OR TRANSFER THIS GUARANTY IN WHOLE OR IN PART.

Nature of Guaranty. This Guarantors' liability under this Guaranty Agreement is an absolute, irrevocable, completed and continuing a guaranty of payment of the Note and the Loan, and is not a guaranty Guaranty of collectioncollection or collectibility. Guarantors' liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Loan Documents. Guarantors' liability under this Guaranty is a continuing, absolute, and no notice unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Liabilities Guaranteed Obligations. Guarantors acknowledge that they are fully obligated under this Guaranty even if Borrower had no liability at the time of execution of the Loan Documents or later ceases to be liable under any extension of credit already Loan Document, whether pursuant to Insolvency Events or hereafter contracted by or extended to Borrower need be given to Guarantorotherwise. This Guaranty Agreement may Guarantors shall not be revoked by Guarantor entitled to claim, and irrevocably covenant not to raise or assert, any defenses against the Guaranteed Obligations that would or might be available to Borrower, other than actual payment and performance of all Obligations in full in accordance with their terms. Guarantors waive any right to compel Lender to proceed first against Borrower before proceeding against any of Guarantors. Guarantors agree that if any of the Obligations are or become void or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Events, or for any other reason), then each of Guarantors' liability under this Guaranty shall continue to be effective in full force with respect to debt all Obligations as if they were and continued to be legally enforceable. Guarantors also recognize and acknowledge that their respective liability under the Liabilities this Guaranty may be more extensive in amount and more burdensome than that of Borrower. Guarantors waive any defenses to this Guaranty arising or created after any attempted revocation by Guarantor and shall remain purportedly arising from the manner in full force and effect until which Lender disburses the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time Loan to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by or any waiver of the Agent and any subsequent holder terms of any Loan Document by Lender or other failure of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent Lender to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection require full compliance with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the AgentLoan Documents.

Nature of Guaranty. This Guaranty Agreement is an irrevocable. absolute, irrevocablecomplete, completed and continuing guaranty of payment and performance and not a guaranty of collection, and no shall not be affected by the release or discharge of Borrower from, or impairment or modification of, its obligations with respect to any Indebtedness in any bankruptcy, receivership, or other insolvency proceeding or otherwise. The fact that the Indebtedness may be rearranged, reduced, extended for any period, and/or renewed from time to time, or paid in full without notice to Guarantor shall not release, discharge, or reduce the obligation of Guarantor with respect to the Indebtedness and Guarantor shall remain fully bound hereunder. It is the intention of the Liabilities Holder and Guarantor that Guarantor's obligations hereunder shall not be discharged at any time prior to the occurrence of payment in full of the Indebtedness. This Guaranty Agreement may be enforced by the Holder and any subsequent holder of the Indebtedness, and shall not be discharged by the assignment or any extension negotiation of credit already all or hereafter contracted by or extended to Borrower need be given to Guarantorpart of the Indebtedness. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities Indebtedness is rescinded or must otherwise be returned by any of the Lenders upon Holder under the insolvency, bankruptcy bankruptcy, reorganization, receivership, or reorganization of Borrower other debtor relief proceeding involving Borrower, or otherwiseafter any attempted revocation by Guarantor, all as if though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Except as specifically provided in Section 2.10 hereof, Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and protest, notice of protest and dishonor, notice of Default or Event of Defaultintent to accelerate, notice of intent to accelerate the maturity and notice of acceleration of the maturity acceleration, and any other notice in connection with the Liabilitieswhatsoever on any and all forms of such Indebtedness, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders Holder being conclusively presumed by the Lenders’ its request for this Guaranty Agreement and delivery of the same to the AgentHolder.

Nature of Guaranty. (a) This Guaranty Agreement is an irrevocable, absolute, irrevocable, completed and continuing guaranty of payment and performance and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and (if Guarantor is a natural person) after Guarantor’s death (in which event this Guaranty shall remain in full force be binding upon Guarantor’s estate and effect until the Liabilities are paid in full Guarantor’s legal representatives and the Commitments are terminated, notwithstanding heirs). The fact that from at any time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew or from time to time the Liabilities, and Guaranteed Obligations may be increased or reduced shall not release or discharge the Lenders may waive any Default or Events obligation of Default without notice Guarantor to Lender with respect to the Guarantor and in such event Guarantor will remain fully bound hereunder on the LiabilitiesGuaranteed Obligations. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent Lxxxxx and any subsequent holder of any of the Liabilities Note and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Note. (b) In the event that Lender shall have requested that Guarantor hereby expressly waives presentmentcomplete or cause the completion of the construction of the Improvements in accordance with the terms of the Loan Agreement, demandand in compliance with all applicable Legal Requirements, notice Permitted Encumbrances and Governmental Approvals and free and clear of non-paymentall Liens, protest Guarantor shall be entitled to requisition and notice draw all the undisbursed portions of protest the Loan funds pursuant to the Project Budget (but not in excess of the Building Loan Amount) and dishonorsubject to the terms of the Loan Agreement governing reallocations of budgeted Line Items and Lender shall disburse such Loan proceeds to Guarantor for the purpose of (and to the extent necessary for) completing the Improvements in accordance with the Plans and Specifications, notice provided that: (i) Guarantor shall then be performing the Guaranteed Obligations (including, without limitation, to pay for or fund all amounts that Borrower would be required to deposit with Lender as a Shortfall pursuant to the Loan Agreement so that the Loan remains in balance) or causing the performance of the same with due diligence; (ii) such disbursements of Loan proceeds to Guarantor shall be secured by the Mortgage with the same priority as all previous Additional Advances to Borrower; (iii) no additional Default or Event of Default, notice of intent to accelerate Default shall have occurred and be continuing from and after the maturity date demand has been made by Lender for Guarantor’s performance under this Guaranty; and notice of acceleration (iv) Guarantor shall otherwise comply with the provisions of the maturity Loan Agreement governing requisitions and disbursements of Loan proceeds. Notwithstanding the foregoing, in no event shall Guarantor be entitled to any other notice in connection with disbursement of Loan proceeds pursuant to this Guaranty to pay for Soft Costs that are guaranteed pursuant to the Liabilities, and also notice of acceptance Carry Guaranty. The provisions of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same Section 1.2(b) shall not operate to the Agentlimit Guarantor’s obligations under Section 1.1 hereof.

Nature of Guaranty. This Guaranty Agreement is an absolute, irrevocable, completed and continuing guaranty of payment and not a guaranty of collection, and no notice of the Liabilities or any extension of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. This Guaranty Agreement may not be revoked by Guarantor and shall continue to be effective with respect to debt under the Liabilities arising or created after any attempted revocation by Guarantor and shall remain in full force and effect until the Liabilities are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Liabilities may be outstanding. Borrower and the Lenders may modify, alter, rearrange, extend for any period and/or renew from time to time time, the Liabilities, and the Lenders may waive any Default or Events of Default without notice to the Guarantor and in such event Guarantor will remain fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Liabilities is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. This Guaranty Agreement may be enforced by the Agent and any subsequent holder of any of the Liabilities and shall not be discharged by the assignment or negotiation of all or part of the Liabilities. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or Event of Default, notice of intent to accelerate the maturity and notice of acceleration of the maturity and any other notice in connection with the Liabilities, and also notice of acceptance of this Guaranty Agreement, acceptance on the part of the Agent for the benefit of the Lenders being conclusively presumed by the Lenders’ request for this Guaranty Agreement and delivery of the same to the Agent.notice