Common use of Obligation Absolute Clause in Contracts

Obligation Absolute. The obligation of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any security.

Obligation Absolute. Each of Omnipoint and D&E will perform ------------------- its obligations under this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of the Notes, the Loan Agreement, the other Loan Documents or any other document related thereto or the rights of the Administrative Agent or the Lenders with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force each of Omnipoint and effect without regard toD&E under this Agreement are independent of the Loan Agreement, the Notes and the other Loan Documents, and a separate action or actions may be brought and prosecuted against either of Omnipoint or D&E or both to enforce this Agreement, irrespective of whether any action is brought against the other of Omnipoint or D&E or the Borrower or whether Omnipoint or D&E or the Borrower is joined in any such action or actions. The obligations of each of Omnipoint and D&E under this Agreement are joint and several and shall not be affected absolute and unconditional irrespective of: (i) any lack of validity or impaired by enforceability of the followingLoan Agreement, the Notes, any other Loan Document or any other agreement or instrument relating thereto or any collateral therefor; (ii) any change in the time, manner or place of which may occur or be taken without the consent payment of, or notice toin any other term of, Guarantorthe Notes, nor shall the Loan Agreement, any other Loan Document, or any other amendment or waiver of or any consent to departure from the following give Guarantor Loan Agreement, the Notes or any recourse or right of action against Lender: (a) Any express or implied amendmentother Loan Document, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond any increase in the original term) Notes or acceleration of or to any the obligations of the Borrower under the Loan Documents; (b) Any exercise or non-exercise by Lender Agreement resulting from the extension of any right or privilege under this Guaranty additional credit to the Borrower or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents Subsidiaries or otherwise; (iiii) Any bid any taking, exchange, release or purchase at non-perfection of any sale collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, the Property Notes, the Loan Agreement or any other collateral described in Loan Document; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the obligations evidenced by the Loan Documents Agreement, the Notes or any other Loan Document, or any manner of sale or other disposition of any collateral for all or any of the obligations evidenced by the Loan Agreement, the Notes or any other Loan Document or any other assets of the Borrower or any of its Subsidiaries; (v) any charge, restructuring or termination of the corporate or partnership structure or existence of the Borrower or any of its Subsidiaries; or (vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Borrower or a surety. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Notes is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, provided that the amount bid at all as though such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitypayment had not been made.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2007-1 Letter of Credit to reimburse the Series 2007-1 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 2007-1 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of either of DTAG or any Lessee in respect of the Series 2007-1 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which either of DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 2007-1 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 2007-1 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 2007-1 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 2007-1 Letter of Credit Provider under the Series 2007-1 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 2007-1 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of each of DTAG and each Lessee in respect of the Series 2007-1 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of DTAG, any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. Parent undertakes that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Sale Agreement or any other Related Document delivered by any Synnex Entity in connection with the Sale Agreement regardless of any law, regulation or order applicable to SPE or the Administrative Agent now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of SPE or the Administrative Agent with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toParent under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Parent to enforce this Agreement, irrespective of whether any action is brought against any Synnex Entity or whether any Synnex Entity is joined in any such action or actions. The liability of Parent under this Agreement shall not be affected or impaired by the following, any of which may occur or be taken without the consent absolute and unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express any lack of validity or implied amendmentenforceability of the Sale Agreement or any other agreement or instrument relating thereto; (b) any change in the time, modificationmanner or place of payment of, renewalor in any other term of, additionall or any of the Guaranteed Obligations, supplementor any other amendment or waiver of or any consent to departure from the Sale Agreement or any other agreement or instrument relating thereto, extension (including, without limitation, extensions beyond any increase in the original termGuaranteed Obligations resulting from additional purchases or contributions of Receivables (other than Excluded Receivables) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documentsotherwise; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release or amendment or waiver of or consent to departure from any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingGuaranteed Obligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Guaranteed Obligations, or any release manner of sale or discharge other disposition of any endorser collateral for all or guarantor any of the Guaranteed Obligations or any other assets of any other party at any time directly Synnex Entity or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them;subsidiaries; Exhibit 2.03-2 (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any Synnex Entity or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;its subsidiaries; or (f) Any assignment any other circumstance that might otherwise constitute a defense available to, or other transfer of this Guaranty in whole a discharge of, any Synnex Entity or in part a guarantor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Loan Documents; (g) Any acceptance Guaranteed Obligations is rescinded or must otherwise be returned by SPE upon the insolvency, bankruptcy or reorganization of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Synnex Entity or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityall as though payment had not been made.

Obligation Absolute. The obligation of Guarantor hereunder the Borrowers to reimburse Administrative Agent and Revolving Lenders for payments made with respect to any Letter of Credit Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each Revolving Lender to make payments to Administrative Agent or the Issuing Bank, as applicable, with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of the Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right that any Borrower or any of its Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAdministrative Agent, supplementany Lender, extension or any other Person, whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between Borrower or any of its Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect. (iv) payment by the original termAdministrative Agent (except as otherwise expressly provided in paragraph (g)(ii)(C) below) or acceleration any Issuing Bank under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or such guaranty; (v) any other circumstance or event whatsoever, that is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityDefault has occurred and is continuing.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2011-1 Letter of Credit to reimburse the Series 2011-1 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 2011-1 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of either of DTAG or any Lessee in respect of the Series 2011-1 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which either of DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 2011-1 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 2011-1 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 2011-1 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 2011-1 Letter of Credit Provider under the Series 2011-1 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 2011-1 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of each of DTAG and each Lessee in respect of the Series 2011-1 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of DTAG, any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2005-1 Letter of Credit to reimburse the Series 2005-1 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 2005-1 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of either of DTAG or any Lessee in respect of the Series 2005-1 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which either of DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 2005-1 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 2005-1 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 2005-1 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 2005-1 Letter of Credit Provider under the Series 2005-1 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 2005-1 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of each of DTAG and each Lessee in respect of the Series 2005-1 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of DTAG, any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. Parent undertakes that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Sale Agreement and any document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction Document, as applicable, regardless of any law, regulation or order applicable to SPE now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of SPE or the Administrative Agent with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toParent under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Parent to enforce this Agreement, irrespective of whether any action is brought against any SunGard Entity or whether any SunGard Entity is joined in any such action or actions. The liability of Parent under this Agreement shall not be affected or impaired by the following, any of which may occur or be taken without the consent absolute and unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express any lack of validity or implied amendmentenforceability of the Sale Agreement or any other agreement or instrument relating thereto, modificationthe Credit Agreement, renewalany Sub-Servicing Agreement or any Transaction Document; (b) any change in the time, additionmanner or place of payment of, supplementor in any other term of, extension (all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Sale Agreement or any other agreement or instrument relating thereto, the Credit Agreement, any Sub-Servicing Agreement or any Transaction Document including, without limitation, extensions beyond any increase in the original term) Guaranteed Obligations resulting from additional purchases or acceleration contributions of Receivables or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documentsotherwise; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release or amendment or waiver of or consent to departure from any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingGuaranteed Obligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Guaranteed Obligations, or any release manner of sale or discharge other disposition of any endorser collateral for all or guarantor any of the Guaranteed Obligations or any other assets of any other party at any time directly SunGard Entity or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themsubsidiaries; (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any SunGard Entity or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationits subsidiaries; (f) Any assignment any other circumstance that might otherwise constitute a defense available to, or a discharge of, any SunGard Entity; or (g) any other transfer of this Guaranty in whole circumstance that might otherwise constitute a defense available to, or in part a discharge of, a guarantor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Loan Documents; (g) Any acceptance Guaranteed Obligations is rescinded or must otherwise be returned by SPE upon the insolvency, bankruptcy or reorganization of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents SunGard Entity or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityall as though payment had not been made.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2000-1 Letter of Credit to reimburse the Series 2000-1 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 2000-1 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of either of DTAG or any Lessee in respect of the Series 2000-1 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which either of DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 2000-1 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 2000-1 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 2000-1 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 2000-1 Letter of Credit Provider under the Series 2000-1 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 2000-1 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of each of DTAG and each Lessee in respect of the Series 2000-1 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of DTAG, any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2010-3 Letter of Credit to reimburse the Series 2010-3 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 2010-3 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of either of DTAG or any Lessee in respect of the Series 2010-3 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which either of DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 2010-3 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 2010-3 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 2010-3 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 2010-3 Letter of Credit Provider under the Series 2010-3 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 2010-3 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of each of DTAG and each Lessee in respect of the Series 2010-3 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of DTAG, any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. The obligation of Guarantor hereunder the Borrower to reimburse the Revolving Lenders and the L/C Issuers for payments made with respect to any Letter of Credit Obligation shall remain be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities. The L/C Issuer shall promptly notify the Borrower of any claims or draws under any Letter of Credit. The Borrower shall reimburse the L/C Issuer for any claims or draws on any Letter of Credit by no later than 3:00 p.m. New York City time on the date such draw is made. The obligations of each Revolving Lender to make payments to the Revolving Agent and the L/C Issuer with respect to Letters of Credit shall be unconditional and irrevocable. All obligations of the Borrower and the Revolving Lenders shall be paid strictly in full force and effect without regard toaccordance with the terms hereof irrespective of any fact or circumstance whatsoever, and shall not be affected or impaired by including the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right that the Borrower or any of its respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionRevolving Agent, supplementany Lender, extension any L/C Issuer, or any other Person, whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between the Borrower or any of its respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the original termterms of such Letter of Credit or such guaranty; (v) any other circumstance or acceleration of or event whatsoever, that is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityDefault has occurred and is continuing.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2004-1 Letter of Credit to reimburse the Series 2004-1 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 2004-1 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of either of DTAG or any Lessee in respect of the Series 2004-1 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which either of DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 2004-1 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 2004-1 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 2004-1 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 2004-1 Letter of Credit Provider under the Series 2004-1 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 2004-1 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of each of DTAG and each Lessee in respect of the Series 2004-1 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of DTAG, any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. The obligation Parent Guarantor agrees that, to the maximum extent permitted by Applicable Law, the Guaranteed Obligations not performed by any Affiliated Entity will be performed by the Parent Guarantor strictly in accordance with the terms of the applicable Transaction Document, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Affiliated Entity with respect thereto. The obligations of the Parent Guarantor hereunder shall remain in full force and effect without regard tounder this Guaranty are independent of the Guaranteed Obligations, and shall not a separate action or actions may be affected brought and prosecuted against the Parent Guarantor to enforce this Guaranty, to the maximum extent permitted by Applicable Law, irrespective of whether any action is brought against any Affiliated Entity or impaired whether any Affiliated Entity is joined in any such action or actions. Except as provided in Section 10 hereof, to the maximum extent permitted by Applicable Law, the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any liability of the following give Parent Guarantor any recourse or right of action against Lenderunder this Guaranty shall be absolute and unconditional irrespective of: (a) Any express any lack of validity or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) enforceability against any Affiliated Entity of any applicable Transaction Document or acceleration of any other agreement or to any of the Loan Documentsinstrument relating thereto; (b) Any exercise any change in the time, manner or non-exercise by Lender place of performance of, or in any right or privilege under this Guaranty other term of, all or any of the Loan DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Document; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release, amendment or waiver of, or consent to departure from, any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingGuaranteed Obligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Guaranteed Obligations (unless such application satisfies the Guaranteed Obligations in full), or any release manner of sale or discharge other disposition of any endorser collateral or guarantor or any other assets of any other party at Affiliated Entity or any time directly of their respective subsidiaries for all or contingently liable for any of the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themObligations; (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any Affiliated Entity, the Parent Guarantor or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationtheir respective subsidiaries; (f) Any assignment any other circumstance that might otherwise constitute a legal or other transfer of this Guaranty in whole equitable discharge or in part defense available to, or of a discharge of, any of Affiliated Entity or the Loan DocumentsParent Guarantor, as applicable, or a guarantor; (g) Any acceptance the absence of partial performance any attempt by, or on behalf of, the Administrative Agent or any of the Lenders, to collect, or to take any other action to enforce, all or any part of the Loan Notes or the Guaranteed ObligationObligations; (h) Any consent to the transfer election of any remedy by, or on behalf of; or actual transfer of; , the Property Administrative Agent or any portion thereof of the Lenders, in any proceeding of the Borrower or any other collateral described in Obligor instituted under Chapter 11 of Title 11 of the Loan Documents or otherwiseUnited States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (i) Any bid any borrowing or purchase at any sale grant of a security interest by the Property Borrower or any other collateral described Obligor, as a debtor in the Loan Documents or otherwisepossession, provided that the amount bid at such sale will be credited against the outstanding amount under Section 364 of the LoanBankruptcy Code; (j) Any taking and/or acceptance the disallowance, under Section 502 of the Bankruptcy Code, of all or any additional guaranteesportion of the claims of the Administrative Agent or any of the Lenders against the Borrower or any other Obligor for repayment of all or any part of the Obligations (not as defined herein, collateral or securitybut as defined in the Credit Agreement), including any amount due hereunder; andor (k) Any failure any actual or alleged fraud by any party (other than the Administrative Agent, any of the Lenders or the Paying Agent). This Guaranty shall continue to perfect be effective or to continue be reinstated, as the perfection case may be, if at any time any payment of any securityof the Guaranteed Obligations is rescinded or must otherwise be returned by the Borrower, any other Obligor or the Administrative Agent upon the insolvency, bankruptcy or reorganization of any Affiliated Entity or the Parent Guarantor, as applicable, or otherwise, to the maximum extent permitted by Applicable Law, all as though payment had not been made.

Obligation Absolute. The To the maximum extent permitted by law, the obligation of Guarantor hereunder IMS Health under the Guaranty shall remain in full force be absolute and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express lack of validity or implied amendmentenforceability of any of the Performance Obligations or any provision of applicable law or regulation purporting to prohibit the Performance Obligations; or (b) Any change in the time, modificationmanner or place of performance, renewalor in any other term, additionof all or any of the Performance Obligations, supplementor any other amendment or waiver of or any consent to departure from the Investment Documents, extension (including, without limitation, extensions beyond the original term) any increase in or acceleration of or to any modification of the Loan Documents; (b) Any exercise Performance Obligations or non-exercise by Lender of any right or privilege under this Guaranty or any the dissolution of the Loan Documents;IMS Health LLC; or (c) Any bankruptcychange, insolvency, reorganization, composition, adjustment, dissolution, liquidation restructuring or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any termination of the Borrower’s obligations under the Loan Documents corporate structure, existence or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any ownership of the foregoing;IMS Health LLC, IMS AG or CMS; or (d) Any release other circumstance, including without limitation any statute of limitation, which might otherwise constitute a defense (other than a defense of payment or performance) available to, or a discharge of the Borrower from its liability under any of the Loan Documents of, IMS AG, CMS or any release IMS Health or discharge of any endorser or a guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them;indemnitor generally; or (e) Any subordination, compromise, release (by operation of law act or otherwise), discharge, compound, or liquidation omission of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, Indemnitee or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;past or future Indemnitee; or (f) Any assignment The existence of any claims, setoff or other transfer right that IMS Health may have hereunder or under any other document at any time against any Indemnitee, the IMS Health LLC, IMS AG, CMS or any other Person (but the foregoing shall not constitute a waiver or surrender of any such rights). Without limiting the generality of the foregoing, IMS Health’s liability hereunder shall extend to all liability, loss or damage and reasonable out-of-pocket costs and expenses incurred or suffered by an Indemnitee arising from any breach of or failure to perform any Performance Obligations for which IMS AG or CMS would have been obligated under the Investment Documents but for the fact that such Performance Obligation is unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving IMS AG or CMS, as the case may be. The obligations of IMS Health under this Guaranty Agreement are independent of the Performance Obligations and a separate action or actions may be brought and prosecuted against IMS Health to enforce this Agreement, irrespective of whether any action is brought against IMS AG or CMS or whether IMS AG or CMS is joined in whole any such action or actions. Such action or actions may be brought by the Indemnitee without the necessity of joining any prior Indemnitee in part such action or actions. IMS Health’s obligations under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment by IMS Health, IMS AG or CMS in satisfaction of any of their respective Performance Obligations is rescinded or must otherwise be returned upon the Loan Documents; (g) Any acceptance insolvency, bankruptcy or reorganization of partial performance any of IMS Health, the Guaranteed Obligation; (h) Any consent to the transfer of; IMS Health LLC, IMS AG or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents CMS or otherwise, provided that the amount bid at all as though such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitypayment had not been made.

Obligation Absolute. The obligation of Guarantor hereunder the Borrower to pay each Reimbursement Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligation of each Lender to make payments to the Administrative Agent with respect to Letters of Credit shall not be affected unconditional and irrevocable. Such obligations of the Borrower and the Lenders shall be paid strictly in accordance with the terms hereof under any and all circumstances whatsoever, irrespective of the following: (i) any lack of validity or impaired enforceability of any Letter of Credit or this Agreement or the other Related Documents or any other agreement; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit, this Agreement or the other Related Documents; (iii) the existence of any claim, setoff, defense or other right that the Borrower or any of its Affiliates, any Lender or any L/C Issuer may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), the Administrative Agent, any Lender, any L/C Issuer or any other Person, whether in connection with this Agreement, such Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Borrower or any of its Affiliates and the beneficiary for which such Letter of Credit was procured); (iv) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the followingAdministrative Agent (except as otherwise expressly provided in subsection (g)(ii)(C) below) or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or such guaranty; (vi) any change in the time, manner or place of which may occur or be taken without the consent payment of, or notice toin any other term of, Guarantor, nor shall all or any of the following give Guarantor obligations of the L/C Issuer or the Administrative Agent in respect of any recourse Letter of Credit or right any other amendment or waiver of action against Lender:or any consent to departure from all or any of the Related Documents; (avii) Any express any exchange, release or implied amendmentnon-perfection of any collateral, modificationor any release or amendment or waiver of or consent to departure from any guarantee, renewalfor all or any of the obligations of the Borrower in respect of any Letter of Credit; (viii) any other circumstance or event whatsoever, additionwhether or not similar to the foregoing, supplement, extension (including, without limitation, extensions beyond any other circumstance that might otherwise constitute a defense available to, or a discharge of, the original term) Borrower or acceleration of or to any of the Loan Documents;Lender; or (bix) Any exercise the fact that a Termination Event or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityIncipient Termination Event has occurred and is continuing.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2011-2 Letter of Credit to reimburse the Series 2011-2 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 2011-2 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of either of DTAG or any Lessee in respect of the Series 2011-2 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which either of DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 2011-2 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 2011-2 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 2011-2 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 2011-2 Letter of Credit Provider under the Series 2011-2 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 2011-2 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of each of DTAG and each Lessee in respect of the Series 2011-2 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of DTAG, any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2006-1 Letter of Credit to reimburse the Series 2006-1 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 2006-1 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of either of DTAG or any Lessee in respect of the Series 2006-1 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which either of DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 2006-1 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 2006-1 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 2006-1 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 2006-1 Letter of Credit Provider under the Series 2006-1 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 2006-1 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of each of DTAG and each Lessee in respect of the Series 2006-1 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of DTAG, any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. Superior undertakes that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Sale Agreement or the Funding Agreement, as applicable, or any other Related Document delivered by an Superior Entity in connection with the Sale Agreement or the Funding Agreement, as applicable, regardless of any law, regulation or order applicable to Funding or the Administrative Agent now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Funding or the Administrative Agent with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toSuperior under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Superior to enforce this Agreement, irrespective of whether any action is brought against any Superior Entity or whether any Superior Entity is joined in any such action or actions. The liability of Superior under this Agreement shall not be affected or impaired by the following, any of which may occur or be taken without the consent absolute and unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express any lack of validity or implied amendmentenforceability of the Sale Agreement or the Funding Agreement, modificationas applicable, renewalor any other agreement or instrument relating thereto; (b) any change in the time, additionmanner or place of payment of, supplementor in any other term of, extension (all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Sale Agreement or the Funding Agreement, as applicable, or any other agreement or instrument relating thereto, including, without limitation, extensions beyond any increase in the original term) Guaranteed Obligations resulting from additional purchases or acceleration contributions of Receivables or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documentsotherwise; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release or amendment or waiver of or consent to departure from any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingGuaranteed Obligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Guaranteed Obligations, or any release manner of sale or discharge other disposition of any endorser collateral for all or guarantor any of the Guaranteed Obligations or any other assets of any other party at any time directly Superior Entity or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themsubsidiaries; (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any Superior Entity or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;its subsidiaries; or (f) Any assignment any other circumstance that might otherwise constitute a defense available to, or other transfer of this Guaranty in whole a discharge of, any Superior Entity or in part a guarantor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Loan Documents; (g) Any acceptance Guaranteed Obligations is rescinded or must otherwise be returned by Funding or the Administrative Agent upon the insolvency, bankruptcy or reorganization of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Superior Entity or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityall as though payment had not been made.

Obligation Absolute. The obligation of Guarantor hereunder Borrowers to reimburse Administrative Agent and Lenders for payments made with respect to any Letter of Credit Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each Lender to make payments to Administrative Agent or the L/C Issuer if it is a Lender with respect to Letters of Credit shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any unconditional and irrevocable subject to clause (iii) of the second paragraph of paragraph (g) below. Such obligations of Borrowers and Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following give Guarantor any recourse or right of action against Lendercircumstances: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationset-off, renewaldefense or other right which any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAdministrative Agent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Administrative Agent or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document which does not comply with the original termterms of such Letter of Credit or such guaranty, except as set forth in the proviso to clause (iii) of the second paragraph of paragraph (g) below; (v) any other circumstance or acceleration of or happening whatsoever, which is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor Default shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will occurred and be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitycontinuing.

Obligation Absolute. The obligation of Guarantor hereunder the ------------------- Company under Section 2.07(d) to repay First Bank for any amount --------------- drawn on the Letter of Credit and to repay First Bank for any Working Capital Loans made under Section 2.07(f) to cover Unpaid --------------- Drawings shall remain in full force be absolute, unconditional and effect without regard toirrevocable, shall continue for so long as the Letter of Credit is outstanding notwithstanding any termination of this Agreement, and shall not be affected or impaired by paid strictly in accordance with the followingterms of this Agreement, any of which may occur or be taken under all circumstances whatsoever, including without the consent of, or notice to, Guarantor, nor shall any of limitation the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid lack of validity or purchase enforceability of the Letter of Credit; (ii) The existence of any claim, setoff, defense or other right which the Company may have or claim at any sale time against any beneficiary, transferee or holder of the Property Letter of Credit (or any Person for whom any such beneficiary, transferee or holder may be acting), First Bank or any other collateral described Person, whether in connection with the Loan Documents Letter of Credit, this Agreement, the transactions contemplated hereby, or otherwiseany unrelated transaction; or (iii) Any statement or any other document presented under the Letter of Credit proving to be forged, provided that fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever. Neither First Bank nor its officers, directors or employees shall be liable or responsible for, and the amount bid at such sale will be credited against the outstanding amount obligations of the LoanCompany to First Bank shall not be impaired by: (A) The use which may be made of the Letter of Credit or for any acts or omissions of any beneficiary, transferee or holder thereof in connection therewith; (jB) The validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents or endorsements should, in fact, prove to be in any or all respects invalid, insufficient, fraudulent or forged; (C) The acceptance by First Bank of documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; or (D) Any taking and/or acceptance other circumstances whatsoever in making or failing to make payment under the Letter of Credit if in good faith and in conformity with U.S. or foreign laws applicable thereto. Notwithstanding the foregoing, the Company shall have a claim against First Bank, and First Bank shall be liable to the Company, to the extent, but only to the extent, of any additional guaranteesdirect, collateral as opposed to consequential, damages suffered by the Company which the Company proves were caused by First Bank's willful misconduct or security; and (k) Any failure to perfect or to continue gross negligence in determining whether documents presented under the perfection Letter of any securityCredit comply with the terms thereof.

Obligation Absolute. (a) The obligation Guarantor undertakes that the Obligations will be performed or paid strictly in accordance with the terms of the Purchase Agreement and the other Transaction Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Purchaser or any of its respective successors or assigns with respect thereto. The obligations of the Guarantor hereunder shall remain in full force and effect without regard tounder this Undertaking are independent of the Obligations, and shall not a separate action or actions may be affected brought and prosecuted against the Guarantor to enforce this Undertaking, irrespective of whether any action is brought against the Guaranteed Entities or impaired by whether the following, Guaranteed Entities are joined in any of which may occur such action or be taken without the consent of, or notice to, Guarantor, nor shall any actions. The liability of the following give Guarantor any recourse or right of action against Lenderunder this Undertaking shall be absolute and unconditional irrespective of: (ai) Any express any lack of validity, enforceability, avoidance, subordination, discharge, or implied amendment, modification, renewal, addition, supplement, extension disaffirmance by any Person of the Purchase Agreement or any other agreement or instrument executed by the Guaranteed Entities relating thereto (including, without limitation, extensions beyond any amendment, supplement, joinder or similar agreement pursuant to which an entity joins or proposed to join the original termPurchase Agreement as a Seller or a Servicer or otherwise); (ii) any change in the time, manner or acceleration place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Purchase Agreement, any Transaction Document or any other agreement or instrument executed by the Guaranteed Entities relating thereto, including, without limitation, any increase in, or other modification of, the Obligations resulting from additional purchases of Receivables or otherwise; (iii) the absence of any attempt by the Purchaser to collect on any Receivables or to realize upon the Purchased Receivables, the Related Rights or any other property or collateral, or to obtain performance or observance of the Obligations from the Guaranteed Entities or any Seller or any other Person; (iv) any waiver, consent, change, amendment, restatement, modification, extension, forbearance or granting of any indulgence or other similar criteria: (a) by the Purchaser or any other criteria with respect to any provision of any agreement or instrument evidencing or establishing the Obligations or (b) with respect to any of the Loan Transaction Documents; (bv) Any exercise any law, rule, regulation or non-exercise by Lender order of any right jurisdiction affecting any term or privilege under this Guaranty or provision of any of the Loan Obligations or the Transaction Documents, or rights of the Purchaser with respect thereto; (vi) the failure by the Purchaser to take any steps to perfect and maintain perfected its interest in, or the impairment or release of, any of the Purchased Receivables, Related Rights or other property or in any security or collateral related to the Obligations or the Transaction Documents; (cvii) Any bankruptcyany failure to obtain any consent, insolvencyauthorization, reorganization, composition, adjustment, dissolution, liquidation approval or license from or other like proceeding relating action by or to Guarantor notify or Borrowerfile with, any governmental authority required in connection with the performance of the obligations hereunder by the Guarantor; (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Guaranteed Entity or the Guarantor, or any guarantor other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above; (which term shall include ix) any manner of application of the Purchased Receivables, Related Rights or any other party at assets of any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents Guaranteed Entity or any affiliate of Borrower)Seller, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge proceeds of any of the foregoing, to satisfy all or any of the Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Purchased Receivables or other collateral for all or any of the Obligations or as otherwise provided under the Transaction Documents; (dx) Any release any change, restructuring or discharge termination of the Borrower from its liability under corporate structure or existence of any of Guaranteed Entity, any Seller or the Loan Documents Guarantor or any release other Person or discharge of any endorser the equity ownership, existence, control, merger, consolidation or guarantor sale, lease or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance assets of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property any such Person, or any portion thereof bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Guaranteed Entity, any Seller or any other collateral described in the Loan Documents of their assets or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or securityobligations; and (kxi) Any failure any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Guaranteed Entity, a parent, a surety or a guarantor. (c) Should any money due or owing under this Undertaking not be recoverable from the Guarantor due to perfect or any of the matters specified in this Section 2, then, in any such case, such money shall, to continue the perfection of any securityextent permitted by applicable law, nevertheless be recoverable from the Guarantor as though the Guarantor were principal debtor in respect thereof and not merely a surety and shall be paid by the Guarantor forthwith.

Obligation Absolute. AK Steel undertakes that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Sale Agreement or any other Related Document delivered by an AK Steel Entity in connection with the Sale Agreement regardless of any law, regulation or order applicable to AKS Receivables or the Administrative Agent now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of AKS Receivables or the Administrative Agent with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toAK Steel under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against AK Steel to enforce this Agreement, irrespective of whether any action is brought against any AK Steel Entity or whether any AK Steel Entity is joined in any such action or actions. The liability of AK Steel under this Agreement shall not be affected or impaired by the following, any of which may occur or be taken without the consent absolute and unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express any lack of validity or implied amendmentenforceability of the Sale Agreement or any other agreement or instrument relating thereto; (b) any change in the time, modificationmanner or place of payment of, renewalor in any other term of, additionall or any of the Guaranteed Obligations, supplementor any other amendment or waiver of or any consent to departure from the Sale Agreement or any other agreement or instrument relating thereto, extension (including, without limitation, extensions beyond any increase in the original term) Guaranteed Obligations resulting from additional purchases or acceleration contributions of Receivables or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documentsotherwise; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release or amendment or waiver of or consent to departure from any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingGuaranteed Obligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Guaranteed Obligations, or any release manner of sale or discharge other disposition of any endorser collateral for all or guarantor any of the Guaranteed Obligations or any other assets of any other party at any time directly AK Steel Entity or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themsubsidiaries; (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any AK Steel Entity or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;its subsidiaries; or (f) Any assignment any other circumstance that might otherwise constitute a defense available to, or other transfer of this Guaranty in whole a discharge of, any AK Steel Entity or in part a guarantor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Loan Documents; (g) Any acceptance Guaranteed Obligations is rescinded or must otherwise be returned by AKS Receivables or the Administrative Agent upon the insolvency, bankruptcy or reorganization of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents AK Steel Entity or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityall as though payment had not been made.

Obligation Absolute. The obligation Parent undertakes that the Obligations will be performed or paid strictly in accordance with the terms of Guarantor hereunder shall remain the respective Agreement or any other document delivered by a Selling Subsidiary or the Servicer in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall connection with any of the following give Guarantor Agreements, regardless of any recourse law, regulation or right order applicable to any Recipient now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of such Recipient with respect thereto. The obligations of the Parent under this Guaranty are independent of the Obligations, and a separate action or actions may be brought and prosecuted against Lenderthe Parent to enforce this Guaranty, irrespective of whether any action is brought against any Selling Subsidiary or the Servicer or whether any Selling Subsidiary or the Servicer is joined in any such action or actions. The liability of the Parent under this Guaranty shall be absolute and unconditional irrespective of: (a) Any express any lack of validity or implied amendmentenforceability of any of the Agreements or any other agreement or instrument relating thereto; (b) any change in the time, modificationmanner or place of payment of, renewalor in any other term of, additionall or any of the Obligations, supplementor any other amendment or waiver of or any consent to departure from any of the Agreements or any other agreement or instrument relating thereto, extension (including, without limitation, extensions beyond any increase in the original term) Obligations resulting from additional purchases or acceleration contributions of Receivables or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documentsotherwise; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release or amendment or waiver of or consent to departure from any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingObligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Obligations, or any release manner of sale or discharge other disposition of any endorser collateral for all or guarantor any of the Obligations or any other assets of any other party at any time directly Selling Subsidiary or contingently liable for the Guaranteed Obligation Servicer or any compromise or settlement by Lender of any of its claims against any of them;their respective subsidiaries; or (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any Selling Subsidiary or all of the Property Servicer or other collateral described in any of their respective subsidiaries. This Guaranty shall continue to be effective or be reinstated, as the Loan Documents or otherwise in case may be, if at any manner, or time any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or payment of any of the Loan Documents; (g) Any acceptance Obligations is rescinded or must otherwise be returned by any Recipient upon the insolvency, bankruptcy or reorganization of partial performance of any Selling Subsidiary or the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Servicer or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityall as though payment had not been made.

Obligation Absolute. (a) The obligation payment obligations of Guarantor the Transferor and NAFCO hereunder shall remain in full force be absolute and effect without regard tounconditional, and shall not be affected or impaired by paid strictly in accordance with this Insurance Agreement under all circumstances irrespective of the following: (i) any lack of validity or enforceability of, or any amendment or other modifications of, or waiver with respect to, any of the Transaction Documents, the Securities or the Policy; (ii) any exchange or release of any other obligations hereunder; (iii) the existence of any claim, setoff, defense, reduction, abatement or other right which the Transferor or NAFCO may occur have at any time against Financial Security or any other Person; (iv) any document presented in connection with the Policy proving to be taken without forged, fraudulent, invalid or insufficient in any respect, including any failure to strictly comply with the consent ofterms of the Policy, or notice toany statement therein being untrue or inaccurate in any respect; (v) any failure of the Transferor to receive the proceeds from the sale of the Securities; (vi) any breach by the Transferor or NAFCO of any representation, Guarantor, nor shall warranty or covenant contained in any of the following give Guarantor any recourse or right of action against Lender:Transaction Documents; or (avii) Any express any other circumstances, other than payment in full, which might otherwise constitute a defense available to, or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any discharge of the Loan Documents;Transferor or NAFCO in respect of any Transaction Document. (b) Any exercise The Transferor and NAFCO and any and all others who are now or non-exercise may become liable for all or part of the obligations of the Transferor or NAFCO under this Insurance Agreement agree to be bound by Lender this Insurance Agreement and (i) to the extent permitted by law, waive and renounce any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness, if any, and obligations evidenced by any Transaction Document or by any extension or renewal thereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest; (iii) waive all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default or enforcement of any payment hereunder except as required by the Transaction Documents; (iv) waive all rights of abatement, diminution, postponement or deduction, or to any defense other than payment, or to any right of setoff or privilege recoupment arising out of any breach under this Guaranty or any of the Loan Transaction Documents;, by any party thereto or any beneficiary thereof, or out of any obligation at any time owing to the Transferor or NAFCO; (v) agree that any consent, waiver or forbearance hereunder with respect to an event shall operate only for such event and not for any subsequent event; (vi) consent to any and all extensions of time that may be granted by Financial Security with respect to any payment hereunder or other provisions hereof and to the release of any security at any time given for any payment hereunder, or any part thereof, with or without substitution, and to the release of any Person or entity liable for any such payment; and (vii) consent to the addition of any and all other makers, endorsers, guarantors and other obligors for any payment hereunder, and to the acceptance of any and all other security for any payment hereunder, and agree that the addition of any such obligors or security shall not affect the liability of the parties hereto for any payment hereunder. (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation Nothing herein shall be construed as prohibiting NAFCO or other like proceeding relating to Guarantor the Transferor from pursuing any rights or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall remedies it may have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or Person other collateral described than Financial Security in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitya separate legal proceeding.

Obligation Absolute. (a) Subject to the terms and conditions set forth in this Agreement, the Pension Fund will purchase the Revolving Credit Note pursuant to this Agreement regardless of any Law (including any regulation or order) now or hereafter in effect in any jurisdiction affecting any of the terms of or obligations under the Revolving Credit Note or the Credit Agreement or any other Loan Document (other than this Agreement) or the rights of the Bank with respect thereto. The obligation obligations of Guarantor hereunder the Pension Fund under this Agreement shall remain in full force be absolute and effect without regard tounconditional irrespective of: (i) any lack of genuineness, and shall not be affected legality, validity, enforceability or impaired by value of the followingRevolving Credit Note, the Credit Agreement or the other Loan Documents or any Collateral for the Revolving Credit Note; (ii) subject to Section 6.3(b), any change in the time, manner or place of which may occur or be taken without the consent payment of, or notice in any other term of the Revolving Credit Note, the Credit Agreement or any other Loan Document or any other amendment or waiver of or any consent to departure from the Revolving Credit Note, the Credit Agreement or any other Loan Document; (iii) subject to Section 6.3(b), any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for the Revolving Credit Note, the Credit Agreement or any other Loan Document; (iv) any failure to pay any taxes which may be payable with respect to the issuance or transfer of the Revolving Credit Note, or any failure to obtain any authorization or approval from or other action by, or to notify or file with, any governmental authority or regulatory body required in connection with the issuance or transfer of the Revolving Credit Note; or (v) any impossibility or impracticality of performance, force majeure, any act of any government, or any other circumstance which might constitute a defense available to, Guarantoror a discharge of, nor shall any Borrower in respect of the following give Guarantor Revolving Credit Note, the Credit Agreement or any recourse other Loan Document, including any such defense or right discharge arising in connection with any proceeding for bankruptcy, reorganization or receivership of action against Lender: (a) Any express any Borrower or implied amendmentits assets, modificationor any other circumstance, renewalevent or happening whatsoever, addition, supplement, extension (including, without limitation, extensions beyond the original term) whether foreseen or acceleration of unforeseen and whether similar or dissimilar to any of the Loan Documents;anything referred to above in this Section 2.3. (b) Any exercise This Agreement shall continue to be effective or non-exercise by Lender of any right or privilege under this Guaranty or any of be reinstated, as the Loan Documents; (c) Any bankruptcycase may be, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party if at any time directly any payment received by the Bank from or contingently liable for on behalf of any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken Borrower with respect to this Guaranty the Revolving Credit Note or the other Loan Documents is rescinded or must otherwise be returned by any trustee the Bank upon the insolvency, bankruptcy or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge reorganization of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that all as though such payment had not been made. The obligations of the amount bid at such sale will Pension Fund under this Agreement shall not be credited subject to reduction, termination or other impairment by reason of any setoff, recoupment, counterclaim or defense which the Pension Fund may have against the outstanding amount of the Loan; (j) Any taking and/or acceptance of Bank or for any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityother reason.

Obligation Absolute. The obligation Parent Guarantor agrees that, to the maximum extent permitted by Applicable Law, the Obligations not performed by Sunnova Management, SAP Seller or TEP Resources will be performed by the Parent Guarantor strictly in accordance with the terms of the Facility Administration Agreement and the Sale and Contribution Agreement, as applicable, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Sunnova Management, SAP Seller or TEP Resources with respect thereto. The obligations of the Parent Guarantor hereunder shall remain in full force and effect without regard tounder this Guaranty are independent of the Obligations, and shall not a separate action or actions may be affected brought and prosecuted against the Parent Guarantor to enforce this Guaranty, to the maximum extent permitted by Applicable Law, irrespective of whether any action is brought against Sunnova Management, SAP Seller or impaired TEP Resources or whether Sunnova Management, SAP Seller or TEP Resources is joined in any such action or actions. Except as provided in Section 10 hereof, to the maximum extent permitted by Applicable Law, the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any liability of the following give Parent Guarantor any recourse or right of action against Lenderunder this Guaranty shall be absolute and unconditional irrespective of: (a) Any express any lack of validity or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any enforceability against Sunnova Management of the Loan DocumentsFacility Administration Agreement or any other agreement or instrument relating thereto or any lack of validity or enforceability against SAP Seller or TEP Resources of the Sale and Contribution Agreement or any other agreement or instrument relating thereto ; (b) Any exercise any change in the time, manner or non-exercise by Lender place of performance of, or in any right or privilege under this Guaranty other term of, all or any of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Transaction Document; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release, amendment or waiver of, or consent to departure from, any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingObligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Obligations (unless such application satisfies the Obligations in full), or any release manner of sale or discharge other disposition of any endorser collateral or guarantor or of any other party at any time directly assets of Sunnova Management, SAP Seller or contingently liable for the Guaranteed Obligation TEP Resources or any compromise of their respective subsidiaries for all or settlement by Lender of any of its claims against any of themthe Obligations; (e) Any subordinationany change, compromise, release (by operation of law restructuring or otherwise), discharge, compound, or liquidation of any or all termination of the Property corporate structure or other collateral described in existence of Sunnova Management, SAP Seller, TEP Resources, the Parent Guarantor or any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationtheir respective subsidiaries; (f) Any assignment any other circumstance that might otherwise constitute a legal or other transfer of this Guaranty in whole equitable discharge or in part defense available to, or of any of a discharge of, Sunnova Management, SAP Seller, TEP Resources, the Loan DocumentsParent Guarantor, as applicable, or a guarantor; (g) Any acceptance the absence of partial performance any attempt by, or on behalf of, the Administrative Agent or any of the Guaranteed ObligationLenders, to collect, or to take any other action to enforce, all or any part of the Loan Notes or the Obligations; (h) Any consent to the transfer election of any remedy by, or on behalf of; or actual transfer of; , the Property Administrative Agent or any portion thereof or of the Lenders, in any other collateral described in proceeding of the Loan Documents or otherwiseBorrower instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (i) Any bid any borrowing or purchase at any sale grant of a security interest by the Borrower, as a debtor in possession, under Section 364 of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the LoanBankruptcy Code; (j) Any taking and/or acceptance the disallowance, under Section 502 of the Bankruptcy Code, of all or any additional guaranteesportion of the claims of the Administrative Agent or any of the Lenders against the Borrower for repayment of all or any part of the Obligations (not as defined herein, collateral or securitybut as defined in the Credit Agreement), including any amount due hereunder; andor (k) Any failure any actual or alleged fraud by any party (other than the Administrative Agent, any Successor Facility Administrator, any of the Lenders, the Paying Agent or the Verification Agent). This Guaranty shall continue to perfect be effective or to continue be reinstated, as the perfection case may be, if at any time any payment of any securityof the Obligations is rescinded or must otherwise be returned by the Borrower or the Administrative Agent upon the insolvency, bankruptcy or reorganization of Sunnova Management, SAP Seller, TEP Resources, or the Parent Guarantor, as applicable, or otherwise, to the maximum extent permitted by Applicable Law, all as though payment had not been made.

Obligation Absolute. The obligation of Guarantor hereunder Borrower to reimburse Agent, Revolving Lenders and Term Lenders, as applicable, for payments made with respect to any Letter of Credit Obligation or Litigation L/C Obligation shall remain in full force be absolute, unconditional and effect 112 irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each such Lender to make payments to Agent with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of Borrower and Lenders shall be paid strictly in accordance with the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of terms hereof under all circumstances including the following give Guarantor any recourse or right of action against Lendercircumstances: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit, modificationthe Litigation Guaranty, renewalthe Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, additionset-off, supplementdefense or other right which Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), extension Agent, any Lender, or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond the original termcertificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Agent (except as otherwise expressly provided in paragraph (g)(ii)(C) below) or acceleration any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document which does not strictly comply with the terms of such Letter of Credit or such guaranty; (v) any other circumstance or happening whatsoever, which is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor Default shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will occurred and be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitycontinuing.

Obligation Absolute. Each Company will perform its obligations under this Agreement regardless of any law, rule, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of any Transaction Document, or the rights of NMC Funding, any Investor, any Administrative Agent or the Agent with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toeach Company under this Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against any Company to enforce this Agreement, irrespective of whether any action is brought against any Parent Group Member or whether any Parent Group Member is joined in any such action or actions. The liability of each Company under this Agreement shall not be affected absolute and unconditional irrespective of: (i) any lack of validity or impaired by enforceability of any Transaction Document; (ii) any change in the followingtime, any manner or place of which may occur or be taken without the consent payment of, or notice toin any other term of, Guarantor, nor shall all or any of the following give Guarantor Obligations, or any recourse other amendment or right of action against Lender: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration waiver of or any consent to any of departure from the Loan Transaction Documents; (biii) Any exercise any taking, exchange, release or non-exercise by Lender perfection of any right security interest, or privilege under this Guaranty any taking, release or amendment or waiver of or consent to departure from any Related Security or other agreement relating to all or any of the Loan DocumentsObligations; (civ) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation any manner of application by any Parent Group Member or other like proceeding relating any subsidiary or affiliate thereof of any Collections to Guarantor all or Borrowerany of the Obligations, or any guarantor manner of collection from or disposition of any Receivable or Related Security or any interest therein; (which term shall include v) any other party at any time directly change, restructuring or contingently liable for any termination of the Borrower’s obligations under the Loan Documents corporate structure or existence of any Company or any affiliate Parent Group Member; (vi) any failure of Borrower)any Parent Group Member or any Company to obtain any authorization or approval from or other action by, or to notify or file with, any governmental authority or regulatory body required in connection with this Agreement, the Receivables Agreement or any Transaction Document; (vii) any impossibility or impracticality of performance, illegality, force majeure, any act of any government, or any action taken other circumstance which might constitute a defense available to, or a discharge of any Parent Group Member or any Company; (viii) with respect to this Guaranty any Company, the release by NMC Funding, any trustee Investor, any Administrative Agent or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any the Agent of the foregoing; (d) Any release or discharge of the Borrower other Company from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of its obligations hereunder, the Property unenforceability of this Agreement as against such other Company or the release of any other collateral described guarantor in respect of its obligations; or (ix) any of the Loan Documents or other circumstance which might otherwise in any mannerconstitute a defense available to, or a discharge of, any substitution with respect theretoParent Group Member or a guarantor. This Agreement shall continue to be effective or be reinstated, except to as the extent of proceeds received case may be, if at any time any payment by Lender from such liquidation; (f) Any assignment any Parent Group Member under any Transaction Document is rescinded or other transfer of this Guaranty in whole must otherwise be returned by NMC Funding, any Investor, any Administrative Agent or in part the Agent, upon the insolvency, bankruptcy or reorganization of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Parent Group Member or otherwise, provided that the amount bid at all as though such sale will payment had not been made. The obligations of each Company under this Agreement shall not be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance subject to reduction, termination or other impairment by reason of any additional guaranteesset-off, collateral recoupment, counterclaim or security; and (k) Any failure to perfect defense or to continue the perfection for any other reason. The obligations of any securityeach Company under this Agreement shall not be discharged except by performance as herein provided.

Obligation Absolute. The To the maximum extent permitted by law, the obligation of Guarantor hereunder D&B under the Guaranty shall remain in full force be absolute and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express lack of validity or implied amendmentenforceability of any of the Performance Obligations or any provision of applicable law or regulation purporting to prohibit the Performance Obligations; or (b) Any change in the time, modificationmanner or place of performance, renewalor in any other term, additionof all or any of the Performance Obligations, supplementor any other amendment or waiver of or any consent to departure from the Investment Documents, extension (including, without limitation, extensions beyond the original term) any increase in or acceleration of or to any modification of the Loan Documents; (b) Any exercise Performance Obligations or non-exercise by Lender of any right or privilege under this Guaranty or any the dissolution of the Loan Documents;Partnership; or (c) Any bankruptcychange, insolvency, reorganization, composition, adjustment, dissolution, liquidation restructuring or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any termination of the Borrower’s obligations under the Loan Documents corporate structure, existence or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any ownership of the foregoing;Partnership, the General Partner, DBI or Holding; or (d) Any release other circumstance, including without limitation any statute of limitation, which might otherwise constitute a defense (other than a defense of payment or performance) available to, or a discharge of of, the Borrower from its liability under any of the Loan Documents General Partner, DBI, Holding or any release D&B or discharge of any endorser or a guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them;indemnitor generally; or (e) Any subordination, compromise, release (by operation of law act or otherwise), discharge, compound, or liquidation omission of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, Indemnitee or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;past or future Indemnitee; or (f) Any assignment The existence of any claims, setoff or other transfer right that D&B may have hereunder or under any other document at any time against any Indemnitee, the Partnership, the General Partner, DBI, Holding, or any other Person (but the foregoing shall not constitute a waiver or surrender of any such rights). Without limiting the generality of the foregoing, D&B's liability hereunder shall extend to all liability, loss or damage and reasonable out-of-pocket costs and expenses incurred or suffered by an Indemnitee arising from any breach of or failure to perform any Performance Obligations for which the General Partner, DBI or Holding would have been obligated under the Investment Documents but for the fact that such Performance Obligation is unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the General Partner, DBI or Holding, as the case may be. The obligations of D&B under this Guaranty Agreement are independent of the Performance Obligations and a separate action or actions may be brought and prosecuted against D&B to enforce this Agreement, irrespective of whether any action is brought against the General Partner, DBI or Holding or whether the General Partner, DBI or Holding is joined in whole any such action or actions. Such action or actions may be brought by the Indemnitee without the necessity of joining any prior Indemnitee in part such action or actions. D&B's obligations under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment by D&B, the General Partner, DBI or Holding in satisfaction of any of their respective Performance Obligations is rescinded or must otherwise be returned upon the Loan Documents; (g) Any acceptance insolvency, bankruptcy or reorganization of partial performance any of D&B, the Guaranteed Obligation; (h) Any consent to Partnership, the transfer of; General Partner, DBI or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Holding or otherwise, provided that the amount bid at all as though such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitypayment had not been made.

Obligation Absolute. The obligation payment obligations of Guarantor hereunder DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 1999-1 Letter of Credit to reimburse the Series 1999-1 Letter of Credit Provider with respect to each LOC Disbursement shall remain in full force be absolute, unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken including, without the consent oflimitation, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendmentenforceability of this Agreement, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Series 1999-1 Letter of Credit or acceleration of or to any of the Loan Documentsother Related Document; (b) Any exercise any change in the time, manner or non-exercise by Lender place of payment of, or in any right or privilege under this Guaranty other terms of, all or any of the Loan obligations of DTAG or any Lessee in respect of the Series 1999-1 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents; (c) Any bankruptcythe existence of any claim, insolvencyset-off, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, right which DTAG or any guarantor (which term shall include any other party Lessee may have at any time directly against the Trustee or contingently liable for any other beneficiary or any transferee of the Borrower’s obligations under the Loan Documents Series 1999-1 Letter of Credit (or any affiliate of Borrowerpersons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any action taken other person or entity, whether in connection with respect to this Guaranty by any trustee or receiverAgreement, the transactions contemplated hereby or by the Related Documents or any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingunrelated transaction; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents statement or any release other document presented under the Series 1999-1 Letter of Credit proving to be forged, fraudulent or discharge of invalid in any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation respect or any compromise statement therein being untrue or settlement by Lender of inaccurate in any of its claims against any of themrespect; (e) Any subordination, compromise, release (by operation any statement or any other document presented under the Series 1999-1 Letter of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described Credit proving to be insufficient in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationrespect; (f) Any assignment payment by the Series 1999-1 Letter of Credit Provider under the Series 1999-1 Letter of Credit against presentation of a draft or other transfer of this Guaranty in whole or in part or of any certificate which does not comply with the terms of the Loan DocumentsSeries 1999-1 Letter of Credit; (g) Any acceptance any exchange, release or non-perfection of partial performance any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Guaranteed Obligation;obligations of DTAG and each Lessee in respect of the Series 1999-1 Letter of Credit; or (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents circumstance or otherwise; (i) Any bid happening whatsoever, whether or purchase at not similar to any sale of the Property or foregoing, including, without limitation, any other collateral described in the Loan Documents circumstance that might otherwise constitute a defense available to, or otherwisea discharge of, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral Lessee or security; and (k) Any failure to perfect or to continue the perfection of any securitya guarantor.

Obligation Absolute. The obligation of Guarantor hereunder Borrowers to reimburse Agent and Tranche A Revolving Lenders for payments made with respect to any Letter of Credit Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each Tranche A Revolving Lender to make payments to Agent with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of Borrowers and Tranche A Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right that any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAgent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond the original termcertificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Agent (except as otherwise expressly provided in paragraph (f)(ii)(C) below) or acceleration any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or such guaranty; (v) any other circumstance or event whatsoever, that is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityDefault has occurred and is continuing.

Obligation Absolute. The obligation of Guarantor hereunder the Company under ------------------- Section 2.09(d) to repay First Bank for any amount drawn on the Letter of Credit and to repay the Lenders for any Working Capital Loans made under Section 2.09(f) to cover Unpaid Drawings shall remain in full force be absolute, unconditional and effect without regard toirrevocable, shall continue for so long as the Letter of Credit is outstanding notwithstanding any termination of this Agreement, and shall not be affected or impaired by paid strictly in accordance with the followingterms of this Agreement, any of which may occur or be taken under all circumstances whatsoever, including without the consent of, or notice to, Guarantor, nor shall any of limitation the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid lack of validity or purchase enforceability of the Letter of Credit; (ii) The existence of any claim, setoff, defense or other right which the Company may have or claim at any sale time against any beneficiary, transferee or holder of the Property Letter of Credit (or any Person for whom any such beneficiary, transferee or holder may be acting), First Bank, any Lender or any other collateral described Person, whether in connection with the Loan Documents Letter of Credit, this Agreement, the transactions contemplated hereby, or otherwiseany unrelated transaction; or (iii) Any statement or any other document presented under the Letter of Credit proving to be forged, provided that fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever. Neither First Bank, any other Lender nor their respective officers, directors or employees shall be liable or responsible for, and the amount bid at such sale will be credited against the outstanding amount obligations of the LoanCompany to First Bank and the other Lender shall not be impaired by: (A) The use which may be made of the Letter of Credit or for any acts or omissions of any beneficiary, transferee or holder thereof in connection therewith; (jB) The validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents or endorsements should, in fact, prove to be in any or all respects invalid, insufficient, fraudulent or forged; (C) The acceptance by First Bank of documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; or (D) Any taking and/or acceptance other circumstances whatsoever in making or failing to make payment under the Letter of Credit if in good faith and in conformity with U.S. or foreign laws applicable thereto. Notwithstanding the foregoing, the Company shall have a claim against First Bank, and First Bank shall be liable to the Company, to the extent, but only to the extent, of any additional guaranteesdirect, collateral as opposed to consequential, damages suffered by the Company which the Company proves were caused by First Bank's willful misconduct or security; and (k) Any failure to perfect or to continue gross negligence in determining whether documents presented under the perfection Letter of any securityCredit comply with the terms thereof.

Obligation Absolute. The obligation obligations of Guarantor hereunder Borrowers and Guarantors to ------------------- reimburse Agent and Lenders for payments made with respect to any Letter of Credit Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each Lender to make payments to Agent or the L/C Issuer with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of Borrowers, Guarantors and Lenders shall be paid strictly in accordance with the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of terms hereof under all circumstances including the following give Guarantor any recourse or right of action against Lendercircumstances: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationset-off, renewaldefense or other right which any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAgent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Agent or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document which does not comply with the original termterms of such Letter of Credit or such guaranty, except as set forth in the proviso to clause (iii) of the second ------------ paragraph of paragraph (g) below; ------------- (v) any other circumstance or acceleration of or happening whatsoever, which is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor Default shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will occurred and be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitycontinuing.

Obligation Absolute. The obligation of Guarantor hereunder Borrowers to reimburse ------------------- Administrative Agent and Lenders for payments made with respect to any Letter of Credit Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each Lender to make payments to Administrative Agent or the L/C Issuer if it is a Lender with respect to Letters of Credit shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any unconditional and irrevocable subject to clause (iii) of the second paragraph of ------------ paragraph (g) below. Such obligations of Borrowers and Lenders shall be paid ------------- strictly in accordance with the terms hereof under all circumstances including the following give Guarantor any recourse or right of action against Lendercircumstances: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationset-off, renewaldefense or other right which any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAdministrative Agent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Administrative Agent or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document which does not comply with the original termterms of such Letter of Credit or such guaranty, except as set forth in the proviso to clause (iii) of the second paragraph of paragraph (g) below; ------------ ------------- (v) any other circumstance or acceleration of or happening whatsoever, which is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor Default shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will occurred and be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitycontinuing.

Obligation Absolute. The AirTran’s obligation to reimburse the Lender for reimbursements made to the L/C Issuer, for payments made by the L/C Issuer of Guarantor drafts drawn under the Letter of Credit and for other amounts payable by AirTran hereunder shall remain be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities. Such obligations of AirTran shall be paid strictly in full force and effect without regard toaccordance with the terms hereof under all circumstances, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall notwithstanding any of the following give Guarantor any recourse or right of action against Lenderfollowing: (ai) Any express any setoff, counterclaim, recoupment, defense or implied amendmentother right which AirTran may have against the L/C Issuer, modificationthe Lender, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) Processor or acceleration of or to any of the Loan Documentsother Person for any reason whatsoever; (bii) Any exercise any adverse change in the condition (financial or non-exercise by Lender otherwise) of any right or privilege under this Guaranty AirTran or any of the Loan DocumentsGuarantor; (ciii) Any bankruptcyany lack of validity or enforceability of a Letter of Credit or any other agreement; (iv) the existence of any claim, insolvencysetoff, reorganization, composition, adjustment, dissolution, liquidation defense or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party right AirTran may at any time directly have against a beneficiary or contingently liable for any transferee of the Borrower’s obligations under the Loan Documents Letters of Credit (or any affiliate of BorrowerPersons or entities for whom any such transferee may be acting), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingother Person, whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or not Guarantor shall have had notice therein or knowledge of any of unrelated transaction (including any underlying transaction between the foregoingLender and the Processor); (dv) Any release any extension of time for payment or discharge performance of AirTran’s obligation to reimburse the L/C Issuer, Security Trustee or Processor; (vi) the exchange, modification, substitution, or surrender of any Collateral; (vii) any failure, omission, or delay on the part of a Processor, Security Trustee or L/C Issuer to enforce, assert, or exercise any right, power, or remedy conferred on it in connection with a Credit Card Agreement, any Credit Document, or any other action on the part of the Borrower from its L/C Issuer, Security Trustee or Processor; (viii) any limitation on AirTran’s liability under any of or obligations (or the Loan Documents or any release or discharge of any endorser or guarantor or liabilities and obligations of any other party at any time directly or contingently liable for the Guaranteed Obligation Person) or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compoundtermination, cancellation, frustration, irregularity, invalidity, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any mannerunenforceability, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part of a Credit Card Agreement, any Credit Document or any other agreement; (ix) any merger or consolidation of AirTran or Holdings into or with any other corporation, or any sale, lease, or other transfer of any of the Loan Documentsassets of AirTran or Holdings to any other Person or any change in the ownership of AirTran or Holdings or in the control of any such owner; (gx) Any acceptance to the extent permitted by law, any release or discharge, by operation of partial law, of AirTran from the performance or observance of the Guaranteed Obligationany obligation, covenant, or agreement contained in this Agreement; (hxi) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof draft, demand, certificate or any other collateral described document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the Loan Documents transmission or otherwiseotherwise of any document required in order to make a drawing under a Letter of Credit; (ixii) Any bid payment by the L/C Issuer under a Letter of Credit against presentation of a demand, draft or purchase at any sale certificate or other document that does not comply with the terms of the Property such Letter of Credit, or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver or other collateral described representative of or successor to the beneficiary or any transferee of such Letter of Credit, including any arising in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loanconnection with any proceeding under any Debtor Relief Law; (jxiii) Any taking and/or acceptance any other circumstance or event whatsoever, whether or not similar to any of the foregoing, including any additional guaranteesother circumstance that might otherwise constitute a defense available to, collateral or securitya discharge of, the Lender; andor (kxiv) Any failure to perfect the fact that a Default or to continue the perfection an Event of any securityDefault has occurred and is continuing.

Obligation Absolute. (a) The obligation payment obligations of Guarantor the Trust, the Transferor and NAFI hereunder shall remain in full force be absolute and effect without regard tounconditional, and shall not be affected or impaired by paid strictly in accordance with this Insurance Agreement under all circumstances irrespective of the following: (i) any lack of validity or enforceability of, or any amendment or other modifications of, or waiver with respect to, any of the Transaction Documents, the Securities or the Policy; (ii) any exchange or release of any other obligations hereunder; (iii) the existence of any claim, setoff, defense, reduction, abatement or other right which the Trust, the Transferor or NAFI may occur have at any time against Financial Security or any other Person; (iv) any document presented in connection with the Policy proving to be taken without forged, fraudulent, invalid or insufficient in any respect, including any failure to strictly comply with the consent ofterms of the Policy, or notice toany statement therein being untrue or inaccurate in any respect; (v) any failure of the Transferor to receive the proceeds from the sale of the Securities; (vi) any breach by the Trust, Guarantorthe Transferor or NAFI of any representation, nor shall warranty or covenant contained in any of the following give Guarantor any recourse or right of action against Lender: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any of the Loan Transaction Documents; (vii) any other circumstances, other than payment in full, which might otherwise constitute a defense available to, or discharge of the Trust, the Transferor or NAFI in respect of any Transaction Document. (b) Any exercise Each of the Trust, the Transferor and NAFI and any and all others who are now or non-exercise by Lender may become liable for all or part of the obligations of any right or privilege of them under this Guaranty Insurance Agreement agree to be bound by this Insurance Agreement and (i) to the extent permitted by law, waive and renounce any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness, if any, and obligations evidenced by any Transaction Document or by any extension or renewal thereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest; (iii) waive all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default or enforcement of any payment hereunder except as required by the Transaction Documents; (iv) waive all rights of abatement, diminution, postponement or deduction, or to any defense other than payment, or to any right of setoff or recoupment arising out of any breach under any of the Loan Transaction Documents;, by any party thereto or any beneficiary thereof, or out of any obligation at any time owing to the Trust, the Transferor or NAFI; (v) agree that any consent, waiver or forbearance hereunder with respect to an event shall operate only for such event and not for any subsequent event; (vi) consent to any and all extensions of time that may be granted by Financial Security with respect to any payment hereunder or other provisions hereof and to the release of any security at any time given for any payment hereunder, or any part thereof, with or without substitution, and to the release of any Person or entity liable for any such payment; and (vii) consent to the addition of any and all other makers, endorsers, guarantors and other obligors for any payment hereunder, and to the acceptance of any and all other security for any payment hereunder, and agree that the addition of any such obligors or security shall not affect the liability of the parties hereto for any payment hereunder. (c) Any bankruptcyNothing herein shall be construed as prohibiting the Trust, insolvency, reorganization, composition, adjustment, dissolution, liquidation NAFI or other like proceeding relating to Guarantor the Transferor from pursuing any rights or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall remedies it may have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or Person other collateral described than Financial Security in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitya separate legal proceeding.

Obligation Absolute. The obligation of Guarantor hereunder the Borrower to pay each Reimbursement Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligation of each Lender to make payments to the Administrative Agent with respect to Letters of Credit shall not be affected unconditional and irrevocable. Such obligations of the Borrower and the Lenders shall be paid strictly in accordance with the terms hereof under any and all circumstances whatsoever, irrespective of the following: (i) any lack of validity or impaired enforceability of any Letter of Credit or this Agreement or the other Related Documents or any other agreement; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit, this Agreement or the other Related Documents; (iii) the existence of any claim, setoff, defense or other right that the Borrower or any of its Affiliates, any Lender or any L/C Issuer may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), the Administrative Agent, any Lender, any L/C Issuer or any other Person, whether in connection with this Agreement, such Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Borrower or any of its Affiliates and the beneficiary for which such Letter of Credit was procured); (iv) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the followingAdministrative Agent (except as otherwise expressly provided in subsection (h)(ii)(C) below) or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or such guaranty; (vi) any change in the time, manner or place of which may occur or be taken without the consent payment of, or notice toin any other term of, Guarantor, nor shall all or any of the following give Guarantor obligations of the L/C Issuer or the Administrative Agent in respect of any recourse Letter of Credit or right any other amendment or waiver of action against Lender:or any consent to departure from all or any of the Related Documents; (avii) Any express any exchange, release or implied amendmentnon-perfection of any collateral, modificationor any release or amendment or waiver of or consent to departure from any guarantee, renewalfor all or any of the obligations of the Borrower in respect of any Letter of Credit; (viii) any other circumstance or event whatsoever, additionwhether or not similar to the foregoing, supplement, extension (including, without limitation, extensions beyond any other circumstance that might otherwise constitute a defense available to, or a discharge of, the original term) Borrower or acceleration of or to any of the Loan Documents;Lender; or (bix) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided fact that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitya Trigger Event has occurred and is continuing.

Obligation Absolute. The obligation Each Borrower Party hereby unconditionally waives any defense to the enforcement of Guarantor this Agreement or any of the Loan Documents (including the Pledge Agreement) or based on the characterization of any such Borrower Party as a guarantor, surety or accommodation party and without limitation the obligations of such Borrower Party hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantorsuch Borrower Party, nor shall any of the following give Guarantor such Borrower Party any recourse or right of action against Lender: (a1) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, including extensions beyond the original term) or acceleration of or to any of the Loan Documents; (b2) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documents; (c3) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor such Borrower Party or Borrowerany other Borrower Party, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s Borrowers' obligations under the Loan Documents Documents) or any affiliate of Borrower)any Borrower Party, or any action taken with respect to this Guaranty the Loan Documents by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor such Borrower Party shall have had notice or knowledge of any of the foregoing; (d4) Any release or discharge of the any other Borrower Party from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement obligations secured by Lender of any of its claims against any of themthe Loan Documents; (e5) Any subordination, compromise, release (by operation of law or otherwisetherwise), discharge, compound, collection, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f6) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g7) Any acceptance of partial performance of the Guaranteed Obligationobligations; (h) 8) Any transfer or consent to the transfer of; or actual transfer of; of the Property or any portion thereof or any other collateral described in the Loan Documents or otherwiseotherwise (by one or more of the Borrower Parties); (i9) Any manner of application of collateral, or proceeds thereof, to any or all of the obligations under the Loan Documents, or any manner of sale or other disposition of any collateral or any other assets of any of the Borrower Parties; (10) any change, restructuring or termination of the existence of any of the Borrower Parties; (11) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j12) Any taking and/or acceptance other circumstance that might otherwise constitute a defense available to, or a discharge of, a Borrower Party. Subject to Section 5.11(E), this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue of the perfection obligations of any securityof the Borrower Parties is rescinded or must otherwise be returned by Lender or any other Person upon the insolvency, bankruptcy or reorganization of the any of the Borrower Parties, all as though such payment had not been made.

Obligation Absolute. The obligation of Guarantor hereunder Borrower to reimburse Lender for payments made with respect to any Letter of Credit Obligation shall remain be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities. Such obligations of Borrower shall be paid strictly in full force and effect without regard toaccordance with the terms hereof under all circumstances, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of including the following give Guarantor any recourse or right of action against Lendercircumstances: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right which Borrower or any of its affiliates may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionLender, supplementor any other Person, extension whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between Borrower or any of its affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Lender or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document which does not comply with the original termterms of such Letter of Credit or such guaranty (except any payment by Lender that was made solely as a result of Lender’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, in determining that the demand for payment under any Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof); (v) any other circumstance or acceleration of or happening whatsoever, which is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor Default shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will occurred and be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitycontinuing.

Obligation Absolute. The obligation of Guarantor hereunder Borrowers to reimburse Agent and Lenders for payments made with respect to any Letter of Credit Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each Lender to make payments to Agent with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of Borrowers and Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right that any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAgent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); provided, without limitationhowever, extensions beyond nothing in this clause (i) shall be construed as preventing Borrowers from bringing a separate action against Agent or any Lender or any other person in connection with such claim or right; (iii) except as otherwise expressly provided in paragraph (g)(ii)(C) below, any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) except as otherwise expressly provided in paragraph (g)(ii)(C) below), any payment by Agent or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the original termterms of such Letter of Credit or such guaranty; (v) any other circumstance or acceleration of or event whatsoever, that is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityDefault has occurred and is continuing.

Obligation Absolute. (a) The obligation Guarantor undertakes that the Obligations will be performed or paid strictly in accordance with the terms of the Purchase Agreement and the other Transaction Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Purchaser or any of its respective successors or assigns with respect thereto. The obligations of the Guarantor hereunder shall remain in full force and effect without regard tounder this Undertaking are independent of the Obligations, and shall not a separate action or actions may be affected brought and prosecuted against the Guarantor to enforce this Undertaking, irrespective of whether any action is brought against the Guaranteed Entities or impaired by whether the following, Guaranteed Entities are joined in any of which may occur such action or be taken without the consent of, or notice to, Guarantor, nor shall any actions. The liability of the following give Guarantor any recourse or right of action against Lenderunder this Undertaking shall be absolute and unconditional irrespective of: (ai) Any express any lack of validity, enforceability, avoidance, subordination, discharge, or implied amendment, modification, renewal, addition, supplement, extension disaffirmance by any Person of the Purchase Agreement or any other agreement or instrument executed by the Guaranteed Entities relating thereto (including, without limitation, extensions beyond any amendment, supplement, joinder or similar agreement pursuant to which an entity joins or proposed to join the original termPurchase Agreement as a Seller or a Servicer or otherwise); (ii) any change in the time, manner or acceleration place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Purchase Agreement, any Transaction Document or any other agreement or instrument executed by the Guaranteed Entities relating thereto, including, without limitation, any increase in, or other modification of, the Obligations resulting from additional purchases of Receivables or otherwise; (iii) the absence of any attempt by the Purchaser to collect on any Receivables or to realize upon the Purchased Receivables, the Related Rights or any other property or collateral, or to obtain performance or observance of the Obligations from the Guaranteed Entities or the Seller or any other Person; (iv) any waiver, consent, change, amendment, restatement, modification, extension, forbearance or granting of any indulgence or other similar criteria: (a) by the Purchaser or any other criteria with respect to any provision of any agreement or instrument evidencing or establishing the Obligations or (b) with respect to any of the Loan Transaction Documents; (bv) Any exercise any law, rule, regulation or non-exercise by Lender order of any right jurisdiction affecting any term or privilege under this Guaranty or provision of any of the Loan Obligations or the Transaction Documents, or rights of the Purchaser with respect thereto; (vi) the failure by the Purchaser to take any steps to perfect and maintain perfected its interest in, or the impairment or release of, any of the Purchased Receivables, Related Rights or other property or in any security or collateral related to the Obligations or the Transaction Documents; (cvii) Any bankruptcyany failure to obtain any consent, insolvencyauthorization, reorganization, composition, adjustment, dissolution, liquidation approval or license from or other like proceeding relating action by or to Guarantor notify or Borrowerfile with, any governmental authority required in connection with the performance of the obligations hereunder by the Guarantor; (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Guaranteed Entity or the Guarantor, or any guarantor other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above; (which term shall include ix) any manner of application of the Purchased Receivables, Related Rights or any other party at assets of any time directly Guaranteed Entity or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower)Seller, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge proceeds of any of the foregoing, to satisfy all or any of the Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Purchased Receivables or other collateral for all or any of the Obligations or as otherwise provided under the Transaction Documents; (dx) Any release any change, restructuring or discharge termination of the Borrower from its liability under corporate structure or existence of any Guaranteed Entity, the Seller or the Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the Loan Documents assets of any such Person, or any release bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or discharge reorganization of, or similar proceedings affecting, any Guaranteed Entity, the Seller or any of any endorser their assets or guarantor or of obligations; and (xi) any other party at any time directly circumstance that might otherwise constitute a defense available to, or contingently liable for a discharge of, the Guaranteed Obligation Entities, a parent, a surety or any compromise or settlement by Lender of any of its claims against any of them;a guarantor. (eb) Any subordination, compromise, release (by operation of law Should any money due or otherwise), discharge, compound, or liquidation of any or all of owing under this Undertaking not be recoverable from the Property or other collateral described in Guarantor due to any of the Loan Documents or otherwise matters specified in this Section 2, then, in any mannersuch case, such money shall, to the extent permitted by applicable law, nevertheless be recoverable from the Guarantor as though the Guarantor were principal debtor in respect thereof and not merely a surety and shall be paid by the Guarantor forthwith. The Guarantor further agrees that, to the extent that any Guaranteed Entity, the Seller or any other Person makes a payment or payments to the Purchaser in respect of any Obligation, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, rescinded, set aside and/or required to be repaid or returned to such Guaranteed Entity, the Seller or other Person, as applicable, or to the estate, trustee, or receiver of any substitution with respect theretoGuaranteed Entity, except the Seller or any other Person, including, without limitation, the Guarantor, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then, to the extent of proceeds received such payment or repayment, the Obligations or any part thereof which has been paid, reduced or satisfied by Lender from such liquidation;amount shall be reinstated in full and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. (fc) Any assignment or other transfer of Anything contained in this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent Undertaking to the transfer of; contrary notwithstanding, in no event shall the Guarantor’s liability or actual transfer of; obligation under this Undertaking, including with respect to all costs, fees, expenses, indemnity obligations, claims for losses or damages, claims for reimbursement, claims under Section 1 hereof, liability for Obligations, and for all other claims, rights, liabilities or demands arising hereunder, exceed, on any date of determination, an amount equal to the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; lesser of (i) Any bid or purchase at any sale the Net Receivables Balance of all Purchased Receivables on such date and (ii) ONE HUNDRED AND SIXTY MILLION US DOLLARS ($160,000,000) in aggregate (such aggregate based on all amounts paid by the Property or any other collateral described in Guarantor to the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure Purchaser pursuant to perfect or to continue the perfection of any securitythis Undertaking).

Obligation Absolute. Parent undertakes that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Sale Agreement or any other Related Document delivered by an Synnex Entity in connection with the Sale Agreement regardless of any law, regulation or order applicable to SPE or the Administrative Agent now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of SPE or the Administrative Agent with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toParent under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Parent to enforce this Agreement, irrespective of whether any action is brought against any Synnex Entity or whether any Synnex Entity is joined in any such action or actions. The liability of Parent under this Agreement shall not be affected or impaired by the following, any of which may occur or be taken without the consent absolute and unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express any lack of validity or implied amendmentenforceability of the Sale Agreement or any other agreement or instrument relating thereto; (b) any change in the time, modificationmanner or place of payment of, renewalor in any other term of, additionall or any of the Guaranteed Obligations, supplementor any other amendment or waiver of or any consent to departure from the Sale Agreement or any other agreement or instrument relating thereto, extension (including, without limitation, extensions beyond any increase in the original termGuaranteed Obligations resulting from additional purchases or contributions of Receivables (other than Excluded Receivables) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documentsotherwise; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release or amendment or waiver of or consent to departure from any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingGuaranteed Obligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Guaranteed Obligations, or any release manner of sale or discharge other disposition of any endorser collateral for all or guarantor any of the Guaranteed Obligations or any other assets of any other party at any time directly Synnex Entity or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themsubsidiaries; (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any Synnex Entity or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;its subsidiaries; or (f) Any assignment any other circumstance that might otherwise constitute a defense available to, or other transfer of this Guaranty in whole a discharge of, any Synnex Entity or in part a guarantor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Loan Documents; (g) Any acceptance Guaranteed Obligations is rescinded or must otherwise be returned by SPE upon the insolvency, bankruptcy or reorganization of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Synnex Entity or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityall as though payment had not been made.

Obligation Absolute. The obligation of Guarantor hereunder the Borrowers to reimburse Agent and Revolving Lenders for payments made with respect to any Letter of Credit Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each Revolving Lender to make payments to Agent or the Issuing Bank, as applicable, with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of the Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right that any Borrower or any of its Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAgent, supplementany Lender, extension or any other Person, whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between Borrower or any of its Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect. (iv) payment by the original termAgent (except as otherwise expressly provided in paragraph (g)(ii)(C) below) or acceleration any Issuing Bank under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or such guaranty; (v) any other circumstance or event whatsoever, that is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityDefault has occurred and is continuing.

Obligation Absolute. Each Borrower hereby unconditionally waives any defense to the enforcement of this Agreement or any of the other Loan Documents based on the characterization of any such Borrower as a guarantor and without limitation: (1) The obligation obligations of Guarantor such Borrower hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantorsuch Borrower, nor shall any of the following give Guarantor such Borrower any recourse or right of action against Lenderany of the Lenders or Collateral Agent: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, including extensions beyond the original term) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender any of the Lenders or Collateral Agent of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor such Borrower or any other Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s 's obligations under the Loan Documents Documents) or any affiliate of any Borrower), or any action taken with respect to this Guaranty the Loan Documents by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor such Borrower shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the any other Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation obligations secured or any compromise or settlement evidenced by Lender of any of its claims against any of themthe Loan Documents; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of any or all of the Property or other any collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligationobligations; (h) Any transfer or consent to the transfer of; or actual transfer of; the Property of any collateral or any portion thereof or any other collateral described in the Loan Documents or otherwise;otherwise (by one or more of the Borrowers); and (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any security.

Obligation Absolute. Debtor hereby unconditionally waives any defense to the enforcement of this Agreement (other than payment of the Secured Obligations) based on the characterization of Debtor as a guarantor and without limitation: 1.1 The obligation obligations of Guarantor hereunder Debtor under this Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, GuarantorDebtor, nor shall any of the following give Guarantor Debtor any recourse or right of action against LenderCollateral Agent or the Secured Parties: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, including extensions beyond the original term) or acceleration of or to any of the Loan Promissory Notes, any security agreements related thereto, or any other related documents (collectively, as amended, supplemented, restated, amended and restated, or otherwise modified from time to time, the “Transaction Documents”); (b) Any exercise or non-exercise by Lender Collateral Agent or any Secured Party of any right or privilege under this Guaranty or any of the Loan Transaction Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or BorrowerQuest, Debtor, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the BorrowerQuest’s or Debtor’s obligations under the Loan Documents Transaction Documents) or any affiliate of Borrower)Quest or Debtor, or any action taken with respect to this Guaranty the Transaction Documents by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor Debtor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower Quest, any other Person or any other Person from its liability under any of the Loan Transaction Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themSecured Obligations; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of any or all of the Property Collateral or other collateral described in any of the Loan Transaction Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty transfer, in whole or in part or part, of any of the Loan Transaction Documents; (g) Any acceptance of partial performance of the Guaranteed ObligationSecured Obligations; (h) Any transfer or consent to the transfer of; or actual transfer of; of the Property Collateral or any portion thereof or any other collateral described in the Loan Transaction Documents or otherwise;otherwise (by Quest or Debtor); and (i) Any bid or purchase at any sale of the Property Collateral or any other collateral described in the Loan Transaction Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any security.

Obligation Absolute. The obligation of Guarantor hereunder Borrowers to reimburse Agent and Revolving Lenders for payments made with respect to any Letter of Credit Obligation shall remain be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities on the terms and conditions in full force and effect without regard tothe Agreement, and the obligations of each Revolving Lender to make payments to Agent with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right that any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAgent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond the original termcertificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Agent (except as otherwise expressly provided in paragraph (g)(ii)(C) below) or acceleration any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other LEGAL_US_E # 82813718. 8 document that does not comply with the terms of such Letter of Credit or such guaranty; (v) any other circumstance or event whatsoever, that is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of Default has occurred and is continuing; provided that the Loan Documents; foregoing clauses (ci) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating through (vi) shall not be construed to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable excuse the L/C Issuer for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect liability to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except Borrowers to the extent of proceeds received any damages suffered by Lender from such liquidation; (f) Any assignment Borrowers that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; provided, further, the parties hereto expressly agree that, in the absence of gross negligence or other transfer of this Guaranty in whole or in willful misconduct on the part or of any of the Loan Documents; L/C Issuer (g) Any acceptance as finally determined by a court of partial performance of competent jurisdiction), the Guaranteed Obligation; (h) Any consent L/C Issuer shall be deemed to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described have exercised care in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at each such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitydetermination.

Obligation Absolute. The obligation of Guarantor hereunder Borrowers to reimburse Agent and Revolving Lenders for payments made with respect to any Letter of Credit Obligation shall remain be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities on the terms and conditions in full force and effect without regard tothe Agreement, and the obligations of each Revolving Lender to make payments to Agent with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right that any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAgent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond the original termcertificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Agent (except as otherwise expressly provided in paragraph (g)(ii)(C) below) or acceleration any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or such guaranty; (v) any other circumstance or event whatsoever, that is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of Default has occurred and is continuing; provided that the Loan Documents; foregoing clauses (ci) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating through (vi) shall not be construed to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable excuse the L/C Issuer for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect liability to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except Borrowers to the extent of proceeds received any damages suffered by Lender from such liquidation; (f) Any assignment the Borrowers that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; provided, further, the parties hereto expressly agree that, in the absence of gross negligence or other transfer of this Guaranty in whole or in willful misconduct on the part or of any of the Loan Documents; L/C Issuer (g) Any acceptance as finally determined by a court of partial performance of competent jurisdiction), the Guaranteed Obligation; (h) Any consent L/C Issuer shall be deemed to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described have exercised care in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at each such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitydetermination.

Obligation Absolute. The obligation Parent Guarantor agrees that, to the maximum extent permitted by Applicable Law, the Obligations not performed by Sunnova Management will be performed by the Parent Guarantor strictly in accordance with the terms of the Facility Administration Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Sunnova Management with respect thereto. The obligations of the Parent Guarantor hereunder shall remain in full force and effect without regard tounder this Guaranty are independent of the Obligations, and shall not a separate action or actions may be affected brought and prosecuted against the Parent Guarantor to enforce this Guaranty, to the maximum extent permitted by Applicable Law, irrespective of whether any action is brought against Sunnova Management or impaired whether Sunnova Management is joined in any such action or actions. Except as provided in Section 10 hereof, to the maximum extent permitted by Applicable Law, the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any liability of the following give Parent Guarantor any recourse or right of action against Lenderunder this Guaranty shall be absolute and unconditional irrespective of: (a) Any express any lack of validity or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any enforceability against Sunnova Management of the Loan DocumentsFacility Administration Agreement or any other agreement or instrument relating thereto; (b) Any exercise any change in the time, manner or non-exercise by Lender place of performance of, or in any right or privilege under this Guaranty other term of, all or any of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Transaction Document; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release, amendment or waiver of, or consent to departure from, any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingObligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Obligations (unless such application satisfies the Obligations in full), or any release manner of sale or discharge other disposition of any endorser collateral or guarantor or of any other party at any time directly assets of Sunnova Management or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against subsidiaries for all or any of themthe Obligations; (e) Any subordinationany change, compromise, release (by operation of law restructuring or otherwise), discharge, compound, or liquidation of any or all termination of the Property corporate structure or other collateral described in existence of Sunnova Management, the Parent Guarantor or any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidationtheir respective subsidiaries; (f) Any assignment any other circumstance that might otherwise constitute a legal or other transfer of this Guaranty in whole equitable discharge or in part defense available to, or of any of a discharge of, Sunnova Management, the Loan DocumentsParent Guarantor, as applicable, or a guarantor; (g) Any acceptance the absence of partial performance any attempt by, or on behalf of, the Administrative Agent or any of the Guaranteed ObligationLenders, to collect, or to take any other action to enforce, all or any part of the Loan Notes or the Obligations; (h) Any consent to the transfer election of any remedy by, or on behalf of; or actual transfer of; , the Property Administrative Agent or any portion thereof or of the Lenders, in any other collateral described in proceeding of the Loan Documents or otherwiseBorrower instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (i) Any bid any borrowing or purchase at any sale grant of a security interest by the Borrower, as a debtor in possession, under Section 364 of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the LoanBankruptcy Code; (j) Any taking and/or acceptance the disallowance, under Section 502 of the Bankruptcy Code, of all or any additional guaranteesportion of the claims of the Administrative Agent or any of the Lenders against the Borrower for repayment of all or any part of the Obligations (not as defined herein, collateral or securitybut as defined in the Credit Agreement), including any amount due hereunder; andor (k) Any failure any actual or alleged fraud by any party (other than the Administrative Agent, any Successor Facility Administrator, any of the Lenders, the Paying Agent or the Verification Agent). This Guaranty shall continue to perfect be effective or to continue be reinstated, as the perfection case may be, if at any time any payment of any securityof the Obligations is rescinded or must otherwise be returned by the Borrower or the Administrative Agent upon the insolvency, bankruptcy or reorganization of Sunnova Management or the Parent Guarantor, as applicable, or otherwise, to the maximum extent permitted by Applicable Law, all as though payment had not been made.

Obligation Absolute. Parent undertakes that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Sale Agreement or any other Related Document delivered by any Synnex Entity in connection with the Sale Agreement regardless of any law, regulation or order applicable to SPE or the Administrative Agent now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of SPE or the Administrative Agent with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toParent under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Parent to enforce this Agreement, irrespective of whether any action is brought against any Synnex Entity or whether any Synnex Entity is joined in any such action or actions. The liability of Parent under this Agreement shall not be affected or impaired by the following, any of which may occur or be taken without the consent absolute and unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express any lack of validity or implied amendmentenforceability of the Sale Agreement or any other agreement or instrument relating thereto; (b) any change in the time, modificationmanner or place of payment of, renewalor in any other term of, additionall or any of the Guaranteed Obligations, supplementor any other amendment or waiver of or any consent to departure from the Sale Agreement or any other agreement or instrument relating thereto, extension (including, without limitation, extensions beyond any increase in the original termGuaranteed Obligations resulting from additional purchases or contributions of Receivables (other than Excluded Receivables) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documentsotherwise; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release or amendment or waiver of or consent to departure from any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingGuaranteed Obligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Guaranteed Obligations, or any release manner of sale or discharge other disposition of any endorser collateral for all or guarantor any of the Guaranteed Obligations or any other assets of any other party at any time directly Synnex Entity or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themsubsidiaries; (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any Synnex Entity or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;its subsidiaries; or (f) Any assignment any other circumstance that might otherwise constitute a defense available to, or other transfer of this Guaranty in whole a discharge of, any Synnex Entity or in part a guarantor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Loan Documents; (g) Any acceptance Guaranteed Obligations is rescinded or must otherwise be returned by SPE upon the insolvency, bankruptcy or reorganization of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Synnex Entity or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityall as though payment had not been made.

Obligation Absolute. The obligation of Guarantor hereunder Borrowers to reimburse Agent and Revolving Lenders for payments made with respect to any Letter of Credit Obligation shall remain be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities on the terms and conditions in full force and effect without regard tothe Agreement, and the obligations of each Revolving Lender to make payments to Agent with respect to Letters of Credit shall not be affected or impaired by unconditional and irrevocable. Such obligations of Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationsetoff, renewaldefense or other right that any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAgent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond the original termcertificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Agent (except as otherwise expressly provided in paragraph (g)(ii)(C) below) or acceleration any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or such guaranty; (v) any other circumstance or event whatsoever, that is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of Default has occurred and is continuing; provided that the Loan Documents; foregoing clauses (ci) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating through (vi) shall not be construed to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable excuse the L/C Issuer for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect liability to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except Borrowers to the extent of proceeds received any damages suffered by Lender from such liquidation; (f) Any assignment Borrowers that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; provided, further, the parties hereto expressly agree that, in the absence of gross negligence or other transfer of this Guaranty in whole or in willful misconduct on the part or of any of the Loan Documents; L/C Issuer (g) Any acceptance as finally determined by a court of partial performance of competent jurisdiction), the Guaranteed Obligation; (h) Any consent L/C Issuer shall be deemed to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described have exercised care in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at each such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitydetermination.

Obligation Absolute. Each Borrower hereby unconditionally waives any defense to the enforcement of this Agreement or any of the other Loan Documents based on the characterization of any such Borrower as a guarantor and without limitation: (1) The obligation obligations of Guarantor such Borrower hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantorsuch Borrower, nor shall any of the following give Guarantor such Borrower any recourse or right of action against Lenderany of the Lenders or Collateral Agent: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, including extensions beyond the original term) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise non‑exercise by Lender any of the Lenders or Collateral Agent of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor such Borrower or any other Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s 's obligations under the Loan Documents Documents) or any affiliate of any Borrower), or any action taken with respect to this Guaranty the Loan Documents by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor such Borrower shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the any other Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation obligations secured or any compromise or settlement evidenced by Lender of any of its claims against any of themthe Loan Documents; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of any or all of the Property or other any collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligationobligations; (h) Any transfer or consent to the transfer of; or actual transfer of; the Property of any collateral or any portion thereof or any other collateral described in the Loan Documents or otherwise;otherwise (by one or more of the Borrowers); and (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any security.

Obligation Absolute. The obligation obligations of Guarantor hereunder Borrower under any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit shall remain in full force be unconditional and effect without regard toirrevocable, and shall not be affected paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or impaired by the followinginstrument under all circumstances, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original termfollowing circumstances (it being understood that any such payment by Borrower is without prejudice to, and does not constitute a waiver of, any rights Borrower might have or might acquire as a result of the payment by any Issuing Bank or any Lender of any draft or the reimbursement by Borrower thereof): (i) any lack of validity or acceleration enforceability of this Agreement, any Note, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”); (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents; (iii) the existence of any claim, set-off, defense or other right that Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank, the Agent, any Lender or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of Borrower in respect of the L/C Related Documents; or (vii) any other circumstance or happening whatsoever, whether or not similar to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of foregoing, including, without limitation, any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrowercircumstance that might otherwise constitute a defense available to, or any guarantor (which term shall include any other party at any time directly a discharge of, Borrower or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitya Guarantor.

Obligation Absolute. The obligation Guarantor undertakes and agrees with and for the benefit of the Agent to ensure the performance of all Guaranteed Obligations strictly in accordance with the terms of the Purchase Agreement and the Servicing Agreement. The obligations of the Guarantor hereunder shall remain in full force and effect without regard tounder this Performance Guaranty are independent of the Guaranteed Obligations, and shall not a separate action or actions may be affected or impaired by brought and prosecuted against the followingGuarantor to enforce this Performance Guaranty, irrespective of whether any of which may occur or be taken without action is brought against the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty Servicer or any of Originator or whether the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation Servicer or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property Originators is joined in any such action or actions. The obligations of the Guarantor under this Performance Guaranty shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Purchase Agreement or the Servicing Agreement (other collateral described than as a result of any lack of validity or enforceability against the Agent); (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or otherwise in any mannerGuaranteed Obligations, or any substitution with respect thereto, except other amendment or waiver of or any consent to departure from the extent of proceeds received by Lender from such liquidationPurchase Agreement or the Servicing Agreement; (fiii) Any assignment any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other transfer disposition of this Guaranty in whole any collateral for all or in part any of the Guaranteed Obligations or any other assets of the Servicer or any Originator; (v) any change, restructuring or termination of the corporate structure or existence of the Servicer or any Originator; (vi) the insolvency, bankruptcy or reorganization of the Servicer or any Originator, or any stay or discharge of any of the Loan Documents;Guaranteed Obligations in connection therewith; or (gvii) Any acceptance any other circumstance which might otherwise constitute a defense (except for a valid defense of partial the Servicer or any Originator, as the case may be, not arising as a result of the Servicer's or any Originator's breach of its obligations under the Purchase Agreement or the Servicing Agreement, as applicable) available to, or a discharge of the Servicer or any Originator. This Performance Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any of the Guaranteed Obligation; (h) Any consent to Obligations is rescinded or must otherwise be returned by the transfer of; or actual transfer of; the Property Agent or any portion thereof Lender upon the insolvency, bankruptcy or reorganization of the Servicer or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Originator or otherwise, provided that the amount bid at all as though such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitypayment had not been made.

Obligation Absolute. Borrower agrees to reimburse the ------------------- Administrative Agent, each Revolving Lender and each Letter of Credit issuer for any amount paid by each of them in connection with any Letter of Credit Obligation or any drawing under a Letter of Credit, to the extent that such is not otherwise paid in accordance with paragraph 2(a) hereof. The reimbursement obligation of Guarantor Borrower hereunder shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligation of each Revolving Lender to make payments to GE Capital and to each Revolving Lender that is a Letter of Credit Issuer with respect to Letters of Credit shall not be affected or impaired by the following, any unconditional and irrevocable. Such obligations of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any Borrower and each of the Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following give Guarantor any recourse or right of action against Lendercircumstances: (a) Any express any lack of validity or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond enforceability of any Letter of Credit or this Agreement or the original term) other Loan Documents or acceleration of or to any of the Loan Documentsother agreement; (b) Any exercise or non-exercise by Lender the existence of any claim, set-off, defense or other right or privilege under this Guaranty which Borrower or any of its Affiliates or any Revolving Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), the Loan DocumentsAdministrative Agent, any Revolving Lender, or any other Person, whether in connection with this Agreement, the Letters of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between Borrower or any of its Affiliates and the beneficiary for which the Letter of Credit was procured); (c) Any bankruptcyany draft, insolvencydemand, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, certificate or any guarantor (which term shall include other document presented under any other party at Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents respect or any affiliate of Borrower), statement therein being untrue or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, inaccurate in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingrespect; (d) Any release the payment by GE Capital or discharge any Letter of the Borrower from its liability Credit Issuer (except as otherwise expressly provided in paragraph (7)(b)(iii) below) under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document which does not comply with the Loan Documents terms of such Letter of Credit or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themsuch guaranty; (e) Any subordinationany other circumstance or happening whatsoever, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in which is similar to any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;foregoing; or (f) Any assignment the fact that a Default or other transfer an Event of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will Default shall have occurred and be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitycontinuing.

Obligation Absolute. Each Indemnitor Party hereby unconditionally waives to the extent permitted by law any defense to the enforcement of this Indemnity based on the characterization of any such Indemnitor Party as a guarantor and without limitation: (1) The obligation obligations of Guarantor such Indemnitor Party hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantorsuch Indemnitor Party, nor shall any of the following give Guarantor such Indemnitor Party any recourse or right of action against LenderAssociates: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond or supplement to this Indemnity or the original term) or acceleration of or to any of the Loan DocumentsAgreement; (b) Any exercise or non-exercise by Lender Associates of any right or privilege under this Guaranty Indemnity or any of the Loan DocumentsAgreement; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor such Indemnitor Party or Borrowerany other Indemnitor Party, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s Indemnitor's obligations under the Loan Documents this Indemnity) or any affiliate of Borrower)any Indemnitor Party, or any action taken with respect to this Guaranty Indemnity by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor such Indemnitor Party shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower any other Indemnitor Party from its liability under any of the Loan Documents this Indemnity or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement obligations secured by Lender of any of its claims against any of themthis Indemnity; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents;Indemnity; and (gf) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityobligations.

Obligation Absolute. The To the maximum extent permitted by law, the obligation of Guarantor hereunder IMS Health under the Guaranty shall remain in full force be absolute and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken without the consent unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express lack of validity or implied amendmentenforceability of any of the Performance Obligations or any provision of applicable law or regulation purporting to prohibit the Performance Obligations; or (b) Any change in the time, modificationmanner or place of performance, renewalor in any other term, additionof all or any of the Performance Obligations, supplementor any other amendment or waiver of or any consent to departure from the Investment Documents, extension (including, without limitation, extensions beyond the original term) any increase in or acceleration of or to any modification of the Loan Documents; (b) Any exercise Performance Obligations or non-exercise by Lender of any right or privilege under this Guaranty or any the dissolution of the Loan Documents;IMS Health Partnership; or (c) Any bankruptcychange, insolvency, reorganization, composition, adjustment, dissolution, liquidation restructuring or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any termination of the Borrower’s obligations under the Loan Documents corporate structure, existence or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any ownership of the foregoing;IMS Health Partnership, the General Partner or CMS; or (d) Any release other circumstance, including without limitation any statute of limitation, which might otherwise constitute a defense (other than a defense of payment or performance) available to, or a discharge of of, the Borrower from its liability under any of the Loan Documents General Partner, CMS or any release IMS Health or discharge of any endorser or a guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them;indemnitor generally; or (e) Any subordination, compromise, release (by operation of law act or otherwise), discharge, compound, or liquidation omission of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, Indemnitee or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;past or future Indemnitee; or (f) Any assignment The existence of any claims, setoff or other transfer right that IMS Health may have hereunder or under any other document at any time against any Indemnitee, the IMS Health Partnership, the General Partner, CMS or any other Person (but the foregoing shall not constitute a waiver or surrender of any such rights). Without limiting the generality of the foregoing, IMS Health’s liability hereunder shall extend to all liability, loss or damage and reasonable out-of-pocket costs and expenses incurred or suffered by an Indemnitee arising from any breach of or failure to perform any Performance Obligations for which the General Partner or CMS would have been obligated under the Investment Documents but for the fact that such Performance Obligation is unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the General Partner or CMS, as the case may be. The obligations of IMS Health under this Guaranty Agreement are independent of the Performance Obligations and a separate action or actions may be brought and prosecuted against IMS Health to enforce this Agreement, irrespective of whether any action is brought against the General Partner or CMS or whether the General Partner or CMS is joined in whole any such action or actions. Such action or actions may be brought by the Indemnitee without the necessity of joining any prior Indemnitee in part such action or actions. IMS Health’s obligations under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment by IMS Health, the General Partner or CMS in satisfaction of any of their respective Performance Obligations is rescinded or must otherwise be returned upon the Loan Documents; (g) Any acceptance insolvency, bankruptcy or reorganization of partial performance any of IMS Health, the Guaranteed Obligation; (h) Any consent to IMS Health Partnership, the transfer of; General Partner or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents CMS or otherwise, provided that the amount bid at all as though such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitypayment had not been made.

Obligation Absolute. Borrowers each hereby unconditionally waive any defense to the enforcement of the Note based on the characterization of any Borrower as a guarantor and without limitation: (i) The obligation obligations of Guarantor Borrowers hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may occur or be taken by the Payee without the consent of, of or notice to, Guarantorto Borrowers, nor shall any of the following give Guarantor any Borrower any recourse or right of action against LenderPayee: (a1) Any express or implied amendment, modification, renewal, additioncompromise, supplementextension, extension (acceleration or other change in the time for payment or performance of, or change in the terms of the Note or any part thereof, including, without limitation, extensions beyond the original term) or acceleration of or to any of the Loan Documents; (b2) Any exercise or non-exercise by Lender Payee of any right or privilege remedy it may have under this Guaranty or any of the Loan DocumentsNote; (c3) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, either Borrower or any guarantor (which term terms shall include any other party at any time directly or contingently liable for any of the a Borrower’s 's obligations under the Loan Documents or any affiliate of Borrower), Note) or any action taken with respect to this Guaranty the Note by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall the Borrowers have had notice or knowledge of any of the foregoing; (d4) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordinationsettlement, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation substitution of any maker, endorser or all guarantor of the Property Note; (5) Any acceptance or receipt of partial payments or performance on the Note; (6) Any entering into such other collateral described in transaction or business dealings with any Borrower as the Payee may desire; (7) Any assignment of the Loan Documents or otherwise in any mannerNote, or any substitution with respect theretointerest therein, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part part, provided that Payee has given prior written noticx to Borrowers regarding such assignment; provided, however, notwithstanding anything to the contrary in 8 PROMISSORY NOTE this Note, Borrowers' rights with respect to any breach or violation of any Section 3.5 of the Loan DocumentsAgreement shall not be waived due to any assignment of the Note; (g) 8) Any acceptance or making of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; arrangements to, or actual transfer of; the Property file or refrain from, filing a claim in any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance bankruptcy proceeding of any additional guarantees, collateral or securityBorrower; and (k9) Any failure making of other or additional loans to perfect or to continue Borrowers in such amount and at such times as the perfection of any securityPayee may determine.

Obligation Absolute. Parent undertakes that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Sale Agreement or any other Related Document delivered by any Synnex Entity in connection with the Sale Agreement regardless of any law, regulation or order applicable to SPE or the Administrative Agent now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of SPE or the Administrative Agent with respect thereto. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toParent under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Parent to enforce this Agreement, irrespective of whether any action is brought against any Synnex Entity or whether any Synnex Entity is joined in any such action or actions. The liability of Parent under this Agreement shall not be affected or impaired by the following, any of which may occur or be taken without the consent absolute and unconditional irrespective of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Lender: (a) Any express any lack of validity or implied amendmentenforceability of the Sale Agreement or any other agreement or instrument relating thereto; (b) any change in the time, modificationmanner or place of payment of, renewalor in any other term of, additionall or any of the Guaranteed Obligations, supplementor any other amendment or waiver of or any consent to departure from the Sale Agreement or any other agreement or instrument relating thereto, extension (including, without limitation, extensions beyond any increase in the original termGuaranteed Obligations resulting from additional purchases or contributions of Receivables (other than Excluded Receivables) or acceleration of or to any of the Loan Documents; (b) Any exercise or non-exercise by Lender of any right or privilege under this Guaranty or any of the Loan Documentsotherwise; (c) Any bankruptcyany taking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to Guarantor or Borrowernon-perfection of any collateral, or any guarantor (which term shall include taking, release or amendment or waiver of or consent to departure from any other party at any time directly guaranty, for all or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoingGuaranteed Obligations; (d) Any release any manner of application of collateral, or discharge of the Borrower from its liability under proceeds thereof, to all or any of the Loan Documents Guaranteed Obligations, or any release manner of sale or discharge other disposition of any endorser collateral for all or guarantor any of the Guaranteed 745039911 21696099 Exhibit 2.03-2 Obligations or any other assets of any other party at any time directly Synnex Entity or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of themsubsidiaries; (e) Any subordinationany change, compromise, release (by operation restructuring or termination of law the corporate structure or otherwise), discharge, compound, or liquidation existence of any Synnex Entity or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation;its subsidiaries; or (f) Any assignment any other circumstance that might otherwise constitute a defense available to, or other transfer of this Guaranty in whole a discharge of, any Synnex Entity or in part a guarantor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Loan Documents; (g) Any acceptance Guaranteed Obligations is rescinded or must otherwise be returned by SPE upon the insolvency, bankruptcy or reorganization of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Synnex Entity or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securityall as though payment had not been made.

Obligation Absolute. Company undertakes and agrees with and for the benefit of Agent and Lenders to ensure the performance of all Guaranteed Obligations strictly in accordance with the terms of the Loan Agreement and the other Transaction Documents. The obligation obligations of Guarantor hereunder shall remain in full force and effect without regard toCompany under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Company to enforce this Guaranty, irrespective of whether any action is brought against Borrower or whether Borrower is joined in any such action or actions. The obligations of Company under this Guaranty shall not be affected absolute and unconditional irrespective of: (i) any lack of validity or impaired by enforceability, as against Borrower, of the followingLoan Agreement or any other Transaction Document; (ii) any change in the time, any manner or place of which may occur or be taken without the consent payment of, or notice toin any other term of, Guarantor, nor shall all or any of the following give Guarantor Guaranteed Obligations, or any recourse other amendment or right waiver of action against Lender: (a) Any express or implied amendmentany consent to departure from the Loan Agreement or any other Transaction Document, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond any increase in, or addition to, the original term) or acceleration of or to any of the Loan DocumentsGuaranteed Obligations; (biii) Any exercise any taking, exchange, release or non-exercise by Lender perfection of any right collateral, or privilege under this Guaranty any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Loan DocumentsGuaranteed Obligations; (civ) Any bankruptcyany manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other assets of Borrower; (v) any change, restructuring or termination of the structure or existence of Borrower; (vi) the insolvency, reorganization, composition, adjustment, dissolution, liquidation bankruptcy or other like proceeding relating to Guarantor or reorganization of Borrower, or any guarantor (which term shall include any other party at any time directly stay or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or knowledge discharge of any of the foregoingGuaranteed Obligations in connection therewith; (dvii) Any release the credit quality, non-payment or late payment of the Loans; (viii) Agent’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended (the “Bankruptcy Code”) of the application of Section 1111(b)(2) of the Bankruptcy Code; (ix) any borrowing or grant of a lien or security interest by Borrower or any guarantor of all or part of the Guaranteed Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (x) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s or any Lender’s claims for repayment of the Guaranteed Obligations; (xi) Agent’s or any Lender’s inability to enforce the Guaranteed Obligations of Borrower as a result of the automatic stay provisions under Section 362 of the Bankruptcy Code; or (xii) any other circumstance which might otherwise constitute a defense available to, or a discharge of Borrower. This Guaranty shall continue to be effective or be reinstated, as the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party case may be, if at any time directly any payment or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or performance of any of the Loan Documents; (g) Any acceptance Guaranteed Obligations is rescinded or must otherwise be returned by Agent upon the insolvency, bankruptcy or reorganization of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents Borrower or otherwise, provided that the amount bid at all as though such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitypayment had not been made.

Obligation Absolute. The obligation of Guarantor hereunder Borrowers to reimburse Administrative Agent and Revolving Lenders for payments made with respect to any Letter of Credit Obligation shall remain in full force be absolute, unconditional and effect irrevocable, without regard tonecessity of presentment, demand, protest or other formalities, and the obligations of each Revolving Lender to make payments to Administrative Agent or the L/C Issuer if it is a Revolving Lender with respect to Letters of Credit shall not be affected or impaired by the following, any of which may occur or be taken without the consent of, or notice to, Guarantor, nor shall any unconditional and irrevocable subject to clause (iii) of the second paragraph of paragraph (g) below. Such obligations of Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following give Guarantor any recourse or right of action against Lendercircumstances: (ai) Any express any lack of validity or implied amendmentenforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement; (ii) the existence of any claim, modificationset-off, renewaldefense or other right which any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), additionAdministrative Agent, supplementany Lender, extension or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (includingincluding any underlying transaction between any Borrower or any of their respective Affiliates and the beneficiary for which the Letter of Credit was procured); (iii) any draft, without limitationdemand, extensions beyond certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Administrative Agent or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document which does not comply with the original termterms of such Letter of Credit or such guaranty, except as set forth in the proviso to clause (iii) of the second paragraph of paragraph (g) below; (v) any other circumstance or acceleration of or happening whatsoever, which is similar to any of the Loan Documents;foregoing; or (bvi) Any exercise the fact that a Default or non-exercise by Lender an Event of any right or privilege under this Guaranty or any of the Loan Documents; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor Default shall have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or other collateral described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will occurred and be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitycontinuing.

Obligation Absolute. (a) The obligation payment obligations of Guarantor the Servicer and the Company hereunder shall remain in full force be absolute and effect without regard tounconditional, and shall not be affected or impaired by paid strictly in accordance with this Insurance Agreement under all circumstances irrespective of the following: (i) any lack of validity or enforceability of, or any amendment or other modifications of, or waiver with respect to, any of the Transaction Documents, the Securities or the Note Policy; (ii) any exchange or release of any other obligations hereunder; (iii) the existence of any claim, setoff, defense, reduction, abatement or other right which the Servicer or the Company may occur have at any time against Financial Security or any other Person; (iv) any document presented in connection with the Note Policy proving to be taken without forged, fraudulent, invalid or insufficient in any respect, including any failure to strictly comply with the consent ofterms of the Note Policy, or notice toany statement therein being untrue or inaccurate in any respect; (v) any failure of the Company to receive the proceeds from the sale of the Securities; (vi) any breach by the Servicer or the Company of any representation, Guarantor, nor shall warranty or covenant contained in any of the following give Guarantor any recourse or right of action against Lender: (a) Any express or implied amendment, modification, renewal, addition, supplement, extension (including, without limitation, extensions beyond the original term) or acceleration of or to any of the Loan Transaction Documents; (vii) any payment by Financial Security under the Note Policy against presentation of a certificate or other document which does not strictly comply with the terms of the Note Policy; or (viii) any other circumstances, other than payment in full, which might otherwise constitute a defense available to, or discharge of the Servicer or the Company in respect of any Transaction Document. (b) Any exercise Each of the Servicer and the Company and any and all others who are now or non-exercise by Lender may become liable for all or part of the obligations of any right or privilege of them under this Guaranty Insurance Agreement agree to be bound by this Insurance Agreement and (i) to the extent permitted by law, waive and renounce any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness, if any, and obligations evidenced by any Transaction Document or by any extension or renewal thereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest; (iii) waive all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default or enforcement of any payment hereunder except as required by the Transaction Documents; (iv) waive all rights of abatement, diminution, postponement or deduction, or to any defense other than payment, or to any right of setoff or recoupment arising out of any breach under any of the Loan Transaction Documents;, by any party thereto or any beneficiary thereof, or out of any obligation at any time owing to the Servicer or the Company; (v) agree that any consent, waiver or forbearance hereunder with respect to an event shall operate only for such event and not for any subsequent event; (vi) consent to any and all extensions of time that may be granted by Financial Security with respect to any payment hereunder or other provisions hereof and to the release of any security at any time given for any payment hereunder, or any part thereof, with or without substitution, and to the release of any Person or entity liable for any such payment; and (vii) consent to the addition of any and all other makers, endorsers, guarantors and other obligors for any payment hereunder, and to the acceptance of any and all other security for any payment hereunder, and agree that the addition of any such obligors or security shall not affect the liability of the parties hereto for any payment hereunder. (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation Nothing herein shall be construed as prohibiting the Servicer or other like proceeding relating to Guarantor the Company from pursuing any rights or Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrower’s obligations under the Loan Documents or any affiliate of Borrower), or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall remedies it may have had notice or knowledge of any of the foregoing; (d) Any release or discharge of the Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Guaranteed Obligation or any compromise or settlement by Lender of any of its claims against any of them; (e) Any subordination, compromise, release (by operation of law or otherwise), discharge, compound, or liquidation of any or all of the Property or Person other collateral described than Financial Security in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto, except to the extent of proceeds received by Lender from such liquidation; (f) Any assignment or other transfer of this Guaranty in whole or in part or of any of the Loan Documents; (g) Any acceptance of partial performance of the Guaranteed Obligation; (h) Any consent to the transfer of; or actual transfer of; the Property or any portion thereof or any other collateral described in the Loan Documents or otherwise; (i) Any bid or purchase at any sale of the Property or any other collateral described in the Loan Documents or otherwise, provided that the amount bid at such sale will be credited against the outstanding amount of the Loan; (j) Any taking and/or acceptance of any additional guarantees, collateral or security; and (k) Any failure to perfect or to continue the perfection of any securitya separate legal proceeding.