Common use of Primary Liability of the Guarantor Clause in Contracts

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement may be enforced by the Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders to proceed against any other Obligor or to require the Agent and the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities or from exercising any other rights available under the Credit Agreement and the other Loan Documents, or any other instrument of security if neither the Debtor nor the Guarantor timely satisfy the Debtor Liabilities thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the obligations of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedings.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement may be enforced by the Agent and the Lenders Banks without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders Banks to proceed against any other Obligor or to require the Agent and the Lenders Banks to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Banks from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities or from exercising any other rights available under the Credit Agreement and the other Loan Documents, or any other instrument of security if neither the Debtor nor the Guarantor timely satisfy perform the obligations of the Debtor Liabilities thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the obligations of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Loan Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “"Debtor Liabilities” " as used herein includes any payments made by the Debtor to the Agent or the Lenders Banks and subsequently recovered by the Debtor or a trustee for the any Debtor pursuant to bankruptcy or insolvency proceedings.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement may be enforced by the Administrative Agent and the Lenders Banks without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent and the Lenders Banks to proceed against any other Obligor or to require the Administrative Agent and the Lenders Banks to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and the Lenders Banks from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities or from exercising any other rights available under the Credit Agreement and the other Loan Documents, or any other instrument of security if neither the Debtor nor the Guarantor timely satisfy satisfies the Debtor Liabilities thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the obligations of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent. The Guarantor acknowledges that the term “"Debtor Liabilities” " as used herein includes any payments made by the Debtor to the Administrative Agent or the Lenders Banks and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedings.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, Guarantor agrees that this Agreement Guaranty may be enforced by the Agent and the Lenders Buyer without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Repurchase Documents, the Purchased Assets, the Pledged Collateral or any collateral collateral, security or property now or hereafter securing the Debtor Repurchase Documents or the Guarantor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders Buyer to proceed against Seller, Pledgor, any Underlying Obligor or any other Obligor Person (including a co—Guarantor) or to require the Agent and the Lenders Buyer to pursue any other remedy or enforce any other right. The Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Purchased Assets, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities, so long as any such Guarantor Liabilities remain outstanding. Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Buyer from suing on the Credit Repurchase Agreement and the other Loan Documents, or any of them, the other Repurchase Documents or foreclosing their Lien, if any, (whether by judicial or non-judicial foreclosing or enforcement) its security interest in or Lien on any collateral Purchased Asset, the Pledged Collateral or any collateral, security or property now or hereafter securing the Debtor Repurchase Documents or the Guarantor Liabilities or from exercising any other rights or remedies available to it under Requirements of Law, the Credit Repurchase Agreement and or any of the other Loan Documents, Repurchase Documents or any other instrument of security if neither the Debtor nor the none of Seller, Pledgor or any Guarantor timely satisfy perform the Debtor Liabilities obligations of Seller, Pledgor or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither Guarantor agrees that any release by Buyer of Seller, Pledgor or any co-Guarantor or with respect to the obligations Purchased Assets, the Pledged Collateral or any other collateral, security or property now or hereafter securing the Repurchase Documents shall not release Guarantor or affect the Guarantor Liabilities. Guarantor further agrees that Buyer is under no obligation to marshal any property or assets of Seller, Pledgor or any co-Guarantor in favor of Guarantor or against or in payment of the Guarantor Liabilities. Buyer may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Agreement nor Guaranty. If, in the exercise of any remedy of its rights and remedies, Buyer shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any obligor for Guarantor Obligations, whether because of any Requirements of Law pertaining to “election of remedies” or otherwise, Guarantor hereby consents to such action by Buyer and waives any claim based upon such action, even if such action by Buyer shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by Buyer. Any election of remedies which results in the denial or impairment of the right of Buyer to seek a deficiency judgment against any obligor for Guarantor Obligations shall not impair Guarantor’s obligation to pay the full amount of the Guarantor Obligations. Guarantor recognizes, acknowledges and agrees that Guarantor may be required to pay the Guarantor Liabilities in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantor Liabilities, or that Buyer will look to other parties to pay or perform the Guarantor Liabilities. Guarantor recognizes, acknowledges and agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of the Purchased Assets, the Pledged Collateral or any of the collateral, security or property for the enforcement thereof Guaranty or the Guarantor Liabilities. Guarantor acknowledges and agrees that Buyer shall not be impairedliable for any occurrence, modifiedcondition, changed circumstance, event, action or released in any manner whatsoever omission waived by an impairment, modification, change, release Guarantor or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration permitted under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedingsthis Guaranty.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, Guarantor agrees that this Agreement Guaranty may be enforced by the Agent and the Lenders Buyer without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Transaction Documents, the Purchased Loans or any collateral collateral, security or property now or hereafter securing the Debtor Transaction Documents or the Guarantor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders Buyer to proceed against Seller, any Underlying Obligor or any other Obligor Person or to require the Agent and the Lenders Buyer to pursue any other remedy or enforce any other right. The Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities, so long as any such Guarantor Liabilities remain outstanding. Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Buyer from suing on the Credit Repurchase Agreement and the other Loan Documents, or any of them, the other Transaction Documents or foreclosing their Lien, if any, (whether by judicial or non-judicial foreclosing or enforcement) its security interest in or Lien on any collateral Purchased Loan or any collateral, security or property now or hereafter securing the Debtor Transaction Documents or the Guarantor Liabilities or from exercising any other rights or remedies available to it under Requirement of Law, the Credit Repurchase Agreement and or any of the other Loan Documents, Transaction Documents or any other instrument of security if neither the Debtor nor the none of Seller or Guarantor timely satisfy perform the Debtor Liabilities obligations of Seller or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither Guarantor agrees that any release by Buyer of Seller or Guarantor or with respect to the obligations Purchased Loans or any other collateral, security or property now or hereafter securing the Transaction Documents shall not release Guarantor or affect the Guarantor Liabilities. Guarantor further agrees that Buyer is under no obligation to marshal any property or assets of Seller or Guarantor in favor of Guarantor or against or in payment of the Guarantor Liabilities. Buyer may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Agreement nor Guaranty. If, in the exercise of any remedy of its rights and remedies, Buyer shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any obligor for Guarantor Obligations, whether because of any Requirement of Law pertaining to “election of remedies” or otherwise, Guarantor hereby consents to such action by Buyer and waives any claim based upon such action, even if such action by Buyer shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by Buyer. Any election of remedies which results in the denial or impairment of the right of Buyer to seek a deficiency judgment against any obligor for Guarantor Obligations shall not impair Guarantor’s obligation to pay the full amount of the Guarantor Obligations. Guarantor recognizes, acknowledges and agrees that Guarantor may be required to pay the Guarantor Liabilities in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantor Liabilities, or that Buyer will look to other parties to pay or perform the Guarantor Liabilities. Guarantor recognizes, acknowledges and agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of the Purchased Loans or any of the collateral, security or property for the enforcement thereof Guaranty or the Guarantor Liabilities. Guarantor acknowledges and agrees that Buyer shall not be impairedliable for any occurrence, modifiedcondition, changed circumstance, event, action or released in any manner whatsoever omission waived by an impairment, modification, change, release Guarantor or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration permitted under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedingsthis Guaranty.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, the Guarantor agrees that this Agreement Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Documents, the Collateral, the Pledged Collateral or any collateral collateral, security or Property now or hereafter securing the Debtor Guaranty or the Guarantee Liabilities or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent and or the Lenders to proceed against the Borrowers, the Pledgor, any other Credit Party, any Obligor or any other Person (including a co—guarantor) or to require the Administrative Agent and or the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that the Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Collateral, the Pledged Collateral or any collateral, security or Property for the Guaranty or the Guarantee Liabilities, so long as any such Guarantee Liabilities remain outstanding. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and or the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, the other Credit Documents or foreclosing their Lien, if any, its security interest in or Lien on any collateral Collateral, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Debtor Guaranty or the Guarantee Liabilities or from exercising any other rights available to it under the Credit Agreement and or any of the other Loan Documents, Credit Documents or any other instrument of security if neither none of the Debtor nor Borrowers, the Pledgor, the Guarantor or any other Credit Party timely satisfy perform the Debtor Liabilities obligations of the Borrowers, the Pledgor, all other Credit Parties or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the obligations of The Guarantor recognizes, acknowledges and agrees that the Guarantor under this Agreement nor any remedy for may be required to pay the enforcement thereof shall be impaired, modified, changed or released Guarantee Liabilities in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise full (subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates limit set forth in the Credit Agreement occurring after the date Section 1) without assistance or support of such bankruptcy or insolvencyany other party, shall nonetheless be payable by and the Guarantor hereunder forthwith has not been induced to enter into this Guaranty on demand by the Agent. The Guarantor acknowledges basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantee Liabilities, or that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Administrative Agent or the Lenders will look to other parties to pay or perform the Guarantee Liabilities. The Guarantor recognizes, acknowledges and subsequently recovered by agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the Debtor benefits of, the validity, enforceability, collectibility or a trustee value of the Collateral, the Pledged Collateral or any of the collateral, security or Property for the Debtor pursuant to bankruptcy Guaranty or insolvency proceedingsthe Guarantee Liabilities.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, the Guarantor agrees that this Agreement Guarantee may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Documents, the Collateral, the Pledged Collateral or any collateral collateral, security or Property now or hereafter securing the Debtor Liabilities Guarantee or the Guarantee Obligations or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent and or the Lenders to proceed against the Borrowers, the Pledgors, any other Credit Party, any Obligor or any other Person (including a co–guarantor) or to require the Administrative Agent and or the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that the Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, so long as any such Guarantee Obligations remain outstanding. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and or the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, the other Credit Documents or foreclosing their Lien, if any, its security interest in or Lien on any collateral Collateral, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Debtor Liabilities Guarantee or the Guarantee Obligations or from exercising any other rights available to it under the Credit Agreement and or any of the other Loan Documents, Credit Documents or any other instrument of security if neither none of the Debtor nor Borrowers, the Pledgors, the Guarantor or any other Credit Party timely satisfy perform the Debtor Liabilities obligations of the Borrowers, the Pledgors, all other Credit Parties or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the obligations of The Guarantor recognizes, acknowledges and agrees that the Guarantor under this Agreement nor any remedy for may be required to pay the enforcement thereof shall be impaired, modified, changed or released Guarantee Obligations in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise full (subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates limit set forth in the Credit Agreement occurring after the date Section 2) without assistance or support of such bankruptcy or insolvencyany other Person, shall nonetheless be payable by and the Guarantor hereunder forthwith has not been induced to enter into this Guarantee on demand by the Agent. The Guarantor acknowledges basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantee Obligations, or that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Administrative Agent or the Lenders will look to other parties to pay or perform the Guarantee Obligations. The Guarantor recognizes, acknowledges and subsequently recovered by agrees that it is not entering into this Guarantee in reliance on, or in contemplation of the Debtor benefits of, the validity, enforceability, collectability or a trustee value of the Collateral, the Pledged Collateral or any of the collateral, security or Property for the Debtor pursuant to bankruptcy Guarantee or insolvency proceedingsthe Guarantee Obligations or of the validity, enforceability or collectability of this Guarantee against any other guarantor.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement may be enforced by the Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders to proceed against any other Obligor or to require the Agent and the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities or from exercising any other rights available under the Credit Agreement and the other Loan Documents, or any other instrument of security if neither the Debtor nor the Guarantor timely satisfy the Debtor Liabilities thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the obligations of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor Guaranty shall be irrevocable, absolute and unconditional, except to the extent that the Obligor’s payment would be excused by the Beneficiary’s material breach of its obligations under the Agreement, and shall remain in full force and effect until such time as set forth in Section 8 hereof. The obligations of the 16-10992-smb Doc 2372-1 Filed 02/01/17 Entered 02/01/17 12:04:38 Exhibit A Pg 132 of 175 Guarantor shall not be affected, modified or impaired or prejudiced (a) by any remedy other security now or hereafter held by the Beneficiary as security for the enforcement thereof shall obligations of the Obligor under the Agreement; or (b) upon the happening from time to time of any one or more of the following, whether or not with notice to or consent of the Obligor (except to the extent that the Obligor’s consent may be impairedrequired to effectuate a modification of the Agreement) or the Guarantor: a. the taking of any action by the Beneficiary to enforce any Guaranteed Obligation or the Agreement against the Obligor; b. the compromise, modifiedsettlement, changed or released in any manner whatsoever by an impairmentrelease, change, modification, change, release or limitation termination of any of the liability Guaranteed Obligations; c. the waiver by the Beneficiary of the Debtor payment, performance or by reason observance of any of the bankruptcy or insolvency Guaranteed Obligations; d. the extension of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency amounts due or bankruptcy of the Debtortime for performance of any of the Guaranteed Obligations; e. the modification or amendment (whether material or otherwise) of any of the Guaranteed Obligations; f. the failure, amounts otherwise subject omission, delay or lack on the part of the Beneficiary to acceleration enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of the Credit Agreement and or this Guaranty; g. the fact that the Guarantor may at any time in the future dispose of all or any part of its interest in the Obligor, or otherwise alter its investment in the Obligor in any manner; h. the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other Loan Documents includingsimilar or dissimilar failure or financial disability of the Obligor, without or any legal limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy disability, incapacity or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor other circumstances relating to the Agent Obligor; i. the addition or the Lenders and subsequently recovered by the Debtor substitution of any guarantor, maker or a trustee other third party primarily or secondarily liable or responsible for the Debtor pursuant to bankruptcy performance or insolvency proceedingsobservance of any of the Guaranteed Obligations or by any extension, waiver, amendment or thing whatsoever which may release or discharge (in whole or in part) any such guarantor, maker or other third party (other than as a result of the indefeasible payment and performance of the Guaranteed Obligations in full); or j. the invalidity, nonbinding effect or unenforceability of (i) the Guaranteed Obligations or (ii) the Agreement in its entirety.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement may be enforced by the Administrative Agent, the Canadian Agent and the Lenders Canadian Banks without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Canadian Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent, the Canadian Agent and the Lenders Canadian Banks to proceed against any other Obligor or to require the Administrative Agent, the Canadian Agent and the Lenders Canadian Banks to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent, the Canadian Agent and the Lenders Canadian Banks from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Canadian Debtor Liabilities or from exercising any other rights available under the Credit Agreement and the other Loan Documents, or any other instrument of security if neither the Canadian Debtor nor the Guarantor timely satisfy satisfies the Canadian Debtor Liabilities thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the obligations of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Canadian Debtor or by reason of the bankruptcy or insolvency of the Canadian Debtor. If acceleration of the time for payment of any amount payable by the Canadian Debtor is stayed upon the insolvency or bankruptcy of the Canadian Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent. The Guarantor acknowledges that the term “"Canadian Debtor Liabilities” " as used herein includes any payments made by the Canadian Debtor to the Administrative Agent, the Canadian Agent or the Lenders Canadian Banks and subsequently recovered by the Canadian Debtor or a trustee for the Canadian Debtor pursuant to bankruptcy or insolvency proceedings.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, Guarantor agrees that this Agreement Guaranty may be enforced by the Agent and the Lenders Buyer without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Transaction Documents, the Purchased Loans or any collateral collateral, security or property now or hereafter securing the Debtor Transaction Documents or the Guarantor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders Buyer to proceed against Seller, any Underlying Obligor or any other Obligor Person or to require the Agent and the Lenders Buyer to pursue any other remedy or enforce any other right. The Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities, so long as any such Guarantor Liabilities remain outstanding. Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Buyer from suing on the Credit Repurchase Agreement and the other Loan Documents, or any of them, the other Transaction Documents or foreclosing their Lien, if any, (whether by judicial or non-judicial foreclosing or enforcement) its security interest in or Lien on any collateral Purchased Loan or any collateral, security or property now or hereafter securing the Debtor Transaction Documents or the Guarantor Liabilities or from exercising any other rights or remedies available to it under Requirement of Law, the Credit Repurchase Agreement and or any of the other Loan Documents, Transaction Documents or any other instrument of security if neither the Debtor nor the none of Seller or Guarantor timely satisfy perform the Debtor Liabilities obligations of Seller or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither Guarantor agrees that any release by Buyer of Seller or Guarantor or with respect to the obligations Purchased Loans or any other collateral, security or property now or hereafter securing the Transaction Documents shall not release Guarantor or affect the Guarantor Liabilities. Guarantor further agrees that Buyer is under no obligation to marshal any property or assets of Seller or Guarantor in favor of Guarantor or against or in payment of the Guarantor Liabilities. Buyer may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Agreement nor Guaranty. If, in the exercise of any remedy of its rights and remedies, Buyer shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any obligor for Guarantor Obligations, whether because of any Requirement of Law pertaining to “election of remedies” or otherwise, Guarantor hereby consents to such action by Buyer and waives any claim based upon such action, even if such action by Buyer shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by Buyer. Any election of remedies which results in the denial or impairment of the right of Buyer to seek a deficiency judgment against any obligor for Guarantor Obligations shall not impair Guarantor’s obligation to pay the full amount of the Guarantor Obligations. Guarantor recognizes, acknowledges and agrees that Guarantor may be required to pay the Guarantor Liabilities in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantor Liabilities, or that Buyer will look to other parties to pay or perform the Guarantor Liabilities. Guarantor recognizes, acknowledges and agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the A&R Limited Guaranty (Citibank and Northstar) validity, enforceability, collectability or value of the Purchased Loans or any of the collateral, security or property for the enforcement thereof Guaranty or the Guarantor Liabilities. Guarantor acknowledges and agrees that Buyer shall not be impairedliable for any occurrence, modifiedcondition, changed circumstance, event, action or released in any manner whatsoever omission waived by an impairment, modification, change, release Guarantor or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration permitted under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedingsthis Guaranty.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, the Guarantor agrees that this Agreement Guarantee may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Documents, the Collateral, the Pledged Collateral or any collateral collateral, security or Property now or hereafter securing the Debtor Liabilities Guarantee or the Guarantee Obligations or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent and or the Lenders to proceed against the Borrowers, the Pledgors, any other Credit Party, any Obligor or any other Person (including a co—guarantor) or to require the Administrative Agent and or the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that the Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, so long as any such Guarantee Obligations remain outstanding. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and or the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, the other Credit Documents or foreclosing their Lien, if any, its security interest in or Lien on any collateral Collateral, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Debtor Liabilities Guarantee or the Guarantee Obligations or from exercising any other rights available to it under the Credit Agreement and or any of the other Loan Documents, Credit Documents or any other instrument of security if neither none of the Debtor nor Borrowers, the Pledgors, the Guarantor or any other Credit Party timely satisfy perform the Debtor Liabilities obligations of the Borrowers, the Pledgors, all other Credit Parties or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the obligations of The Guarantor recognizes, acknowledges and agrees that the Guarantor under this Agreement nor any remedy for may be required to pay the enforcement thereof shall be impaired, modified, changed or released Guarantee Obligations in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise full (subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates limit set forth in the Credit Agreement occurring after the date Section 2) without assistance or support of such bankruptcy or insolvencyany other Person, shall nonetheless be payable by and the Guarantor hereunder forthwith has not been induced to enter into this Guarantee on demand by the Agent. The Guarantor acknowledges basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantee Obligations, or that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Administrative Agent or the Lenders will look to other parties to pay or perform the Guarantee Obligations. The Guarantor recognizes, acknowledges and subsequently recovered by agrees that it is not entering into this Guarantee in reliance on, or in contemplation of the Debtor benefits of, the validity, enforceability, collectability or a trustee value of the Collateral, the Pledged Collateral or any of the collateral, security or Property for the Debtor pursuant to bankruptcy Guarantee or insolvency proceedingsthe Guarantee Obligations or of the validity, enforceability or collectability of this Guarantee against any other guarantor.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, Guarantor agrees that this Agreement Guaranty may be enforced by the Agent and the Lenders Buyer without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Transaction Documents, the Purchased Loans or any collateral collateral, security or property now or hereafter securing the Debtor Transaction Documents or the Guarantor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders Buyer to proceed against Seller, any Underlying Obligor or any other Obligor Person or to require the Agent and the Lenders Buyer to pursue any other remedy or enforce any other right. The Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Purchased Loans or any collateral, security or property for the Guaranty or the Guarantor Liabilities, so long as any such Guarantor Liabilities remain outstanding. Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Buyer from suing on the Credit Repurchase Agreement and the other Loan Documents, or any of them, the other Transaction Documents or foreclosing their Lien, if any, (whether by judicial or non-judicial foreclosing or enforcement) its security interest in or Lien on any collateral Purchased Loan or any collateral, security or property now or hereafter securing the Debtor Transaction Documents or the Guarantor Liabilities or from exercising any other rights or remedies available to it under Requirement of Law, the Credit Repurchase Agreement and or any of the other Loan Documents, Transaction Documents or any other instrument of security if neither the Debtor nor the none of Seller or Guarantor timely satisfy perform the Debtor Liabilities obligations of Seller or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither Guarantor agrees that any release by Buyer of Seller or Guarantor or with respect to the obligations Purchased Loans or any other collateral, security or property now or hereafter securing the Transaction Documents shall not release Guarantor or affect the Guarantor Liabilities. Guarantor further agrees that Buyer is under no obligation to marshal any property or assets of Seller or Guarantor in favor of Guarantor or against or in payment of the Guarantor Liabilities. Buyer may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Agreement nor Guaranty. If, in the exercise of any remedy of its rights and remedies, Buyer shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any obligor for Guarantor Obligations, whether because of any Requirement of Law pertaining to “election of remedies” or otherwise, Guarantor hereby consents to such action by Buyer and waives any claim based upon such action, even if such action by Buyer shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by Buyer. Any election of remedies which results in the denial or impairment of the right of Buyer to seek a deficiency judgment against any obligor for Guarantor Obligations shall not impair Guarantor’s obligation to pay the full amount of the Guarantor Obligations. Guarantor recognizes, acknowledges and agrees that Guarantor may be required to pay the Guarantor Liabilities in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantor Liabilities, or that Buyer will look to other parties to pay or perform the Guarantor Liabilities. Guarantor recognizes, acknowledges and agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the A&R Limited Guaranty validity, enforceability, collectability or value of the Purchased Loans or any of the collateral, security or property for the enforcement thereof Guaranty or the Guarantor Liabilities. Guarantor acknowledges and agrees that Buyer shall not be impairedliable for any occurrence, modifiedcondition, changed circumstance, event, action or released in any manner whatsoever omission waived by an impairment, modification, change, release Guarantor or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration permitted under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedingsthis Guaranty.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, Guarantor agrees that this Agreement Guaranty may be enforced by the Agent and the Lenders Buyer without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Repurchase Documents, the Purchased Assets, the Pledged Collateral or any collateral collateral, security or property now or hereafter securing the Debtor Repurchase Documents or the Guarantor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders Buyer to proceed against Seller, Pledgor, any Underlying Obligor or any other Obligor Person (including a co–Guarantor) or to require the Agent and the Lenders Buyer to pursue any other remedy or enforce any other right. The Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Purchased Assets, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities, so long as any such Guarantor Liabilities remain outstanding. Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Buyer from suing on the Credit Repurchase Agreement and the other Loan Documents, or any of them, the other Repurchase Documents or foreclosing their Lien, if any, (whether by judicial or non-judicial foreclosing or enforcement) its security interest in or Lien on any collateral Purchased Asset, the Pledged Collateral or any collateral, security or property now or hereafter securing the Debtor Repurchase Documents or the Guarantor Liabilities or from exercising any other rights or remedies available to it under Requirements of Law, the Credit Repurchase Agreement and or any of the other Loan Documents, Repurchase Documents or any other instrument of security if neither the Debtor nor the none of Seller, Pledgor or Guarantor timely satisfy perform the Debtor Liabilities obligations of Seller, Pledgor or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither Guarantor agrees that any release by Buyer of Seller, Pledgor or any co-Guarantor or with respect to the obligations Purchased Assets, the Pledged Collateral or any other collateral, security or property now or hereafter securing the Repurchase Documents shall not release Guarantor or affect the Guarantor Liabilities. Guarantor further agrees that Buyer is under no obligation to marshal any property or assets of Seller, Pledgor or any co-Guarantor in favor of Guarantor or against or in payment of the Guarantor Liabilities. Buyer may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Agreement nor Guaranty. If, in the exercise of any remedy of its rights and remedies, Buyer shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any obligor for Guarantor Obligations, whether because of any Requirements of Law pertaining to “election of remedies” or otherwise, Guarantor hereby consents to such action by Buyer and waives any claim based upon such action, even if such action by Buyer shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by Buyer. Any election of remedies which results in the denial or impairment of the right of Buyer to seek a deficiency judgment against any obligor for Guarantor Obligations shall not impair Guarantor’s obligation to pay the full amount of the Guarantor Obligations. Guarantor recognizes, acknowledges and agrees that Guarantor may be required to pay the Guarantor Liabilities in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantor Liabilities, or that Buyer will look to other parties to pay or perform the Guarantor Liabilities. Guarantor recognizes, acknowledges and agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of the Purchased Assets, the Pledged Collateral or any of the collateral, security or property for the enforcement thereof Guaranty or the Guarantor Liabilities. Guarantor acknowledges and agrees that Buyer shall not be impairedliable for any, modifiedoccurrence, changed condition, circumstance, event, action or released in any manner whatsoever omission waived by an impairment, modification, change, release Guarantor or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration permitted under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedingsthis Guaranty.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, Guarantor agrees that this Agreement Guaranty may be enforced by the Agent and the Lenders Buyer without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Repurchase Documents, the Purchased Assets, the Pledged Collateral or any collateral collateral, security or property now or hereafter securing the Debtor Repurchase Documents or the Guarantor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders Buyer to proceed against Seller, Pledgor, any Underlying Obligor or any other Obligor Person (including a co–Guarantor) or to require the Agent and the Lenders Buyer to pursue any other remedy or enforce any other right. The Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Purchased Assets, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities, so long as any such Guarantor Liabilities remain outstanding. Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Buyer from suing on the Credit Repurchase Agreement and the other Loan Documents, or any of them, the other Repurchase Documents or foreclosing their Lien, if any, (whether by judicial or non-judicial foreclosure or enforcement) its security interest in or Lien on any collateral Purchased Asset, the Pledged Collateral or any collateral, security or property now or hereafter securing the Debtor Repurchase Documents or the Guarantor Liabilities or from exercising any other rights or remedies available to it under Requirements of Law, the Credit Repurchase Agreement and or any of the other Loan Documents, Repurchase Documents or any other instrument of security in accordance with the terms thereof if neither the Debtor nor the Guarantor none of Seller, Pledgor or Guarantor, as applicable, timely satisfy the Debtor Liabilities perform their respective obligations thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, unlimited, independent and unconditionalunconditional under any and all circumstances. Neither Guarantor agrees that any release by Buyer of Seller, Pledgor or any co-Guarantor or with respect to the obligations Purchased Assets, the Pledged Collateral or any other collateral, security or property now or hereafter securing the Repurchase Documents shall not release CHAR1\1715883v11 Guarantor or affect the Guarantor Liabilities. Guarantor further agrees that Buyer is under no obligation to marshal any property or assets of Seller, Pledgor or any co-Guarantor in favor of Guarantor or against or in payment of the Guarantor Liabilities. Buyer may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Agreement nor Guaranty. If, in the exercise of any remedy of its rights and remedies, Buyer shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any obligor for Guarantor Obligations, whether because of any Requirements of Law pertaining to “election of remedies” or otherwise, Guarantor hereby consents to such action by Buyer and waives any claim based upon such action, even if such action by Buyer shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by Buyer. Any election of remedies which results in the denial or impairment of the right of Buyer to seek a deficiency judgment against any obligor for Guarantor Obligations shall not impair Guarantor’s obligation to pay the full amount of the Guarantor Obligations. Guarantor recognizes, acknowledges and agrees that Guarantor may be required to pay the Guarantor Liabilities in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantor Liabilities, or that Buyer will look to other parties to pay or perform the Guarantor Liabilities. Guarantor recognizes, acknowledges and agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of the Purchased Assets, the Pledged Collateral or any of the collateral, security or property for the enforcement thereof Guaranty or the Guarantor Liabilities. Guarantor acknowledges and agrees that Buyer shall not be impairedliable for any occurrence, modifiedcondition, changed circumstance, event, action or released in any manner whatsoever omission waived by an impairment, modification, change, release Guarantor or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration permitted under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedingsthis Guaranty.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, Notes or any collateral now or hereafter securing the Debtor Liabilities Indebtedness or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent and the Lenders to proceed against the Borrowers or any other Obligor person or to require the Administrative Agent and the Lenders to pursue any other remedy or enforce any other right. In addition, the Guarantor hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrowers for amounts paid under this Guaranty. This waiver is expressly intended to prevent the existence of any claim in respect of such subrogation, indemnity, reimbursement or contribution by the Guarantor against the estate of any Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent the Guarantor from being deemed a "creditor" of such Borrower in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving any Borrower. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and or the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, Notes or foreclosing their Lien, if any, its security interest in or lien on any collateral now or hereafter securing the Debtor Liabilities Indebtedness or from exercising any other rights available to the Administrative Agent or the Lenders under the Credit Agreement and the other Loan DocumentsNotes, or any other instrument of security if neither the Debtor Borrowers nor the Guarantor timely satisfy performs the Debtor Liabilities obligations of the Borrowers thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor's obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor's obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the Guarantor's obligations of the Guarantor under this Agreement Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor Borrowers, by reason of any Borrower's bankruptcy or insolvency or by reason of the bankruptcy invalidity or insolvency unenforceability of all or any portion of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the AgentIndebtedness. The Guarantor acknowledges that the term “Debtor Liabilities” "Indebtedness" as used herein includes any payments made by the Debtor Borrowers to the Administrative Agent or the Lenders any Lender and subsequently recovered by the Debtor Borrowers or a trustee for the Debtor Borrowers pursuant to the Borrowers' bankruptcy or insolvency proceedingsand that the guaranty of the Guarantor hereunder shall be reinstated to the extent of such recovery.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement Guaranty may be enforced by the Agent for the benefit of the Banks and the Lenders without the necessity at any time Guarantor waives all rights of resorting to or exhausting any other security or collateral division and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders to proceed against any other Obligor or to require the Agent and the Lenders to pursue any other remedy or enforce any other rightdiscussion. The Guarantor further agrees that nothing contained herein shall prevent the Agent and Agent, for the Lenders benefit of the Banks, from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities Note or from exercising any other rights available to it under the Credit Agreement and Notes, the other Loan DocumentsAgreement, or any other instrument of security evidencing the Indebtedness if neither the Debtor nor the Guarantor timely satisfy performs the obligations of the Debtor Liabilities thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor's obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor's obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the Guarantor's obligations of under the Guarantor under this Agreement Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or any co- guarantor or by reason of the bankruptcy Debtor's or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such co-guarantor's bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” "Indebtedness" as used herein includes any payments made by the Debtor to the Agent or the Lenders Banks and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to the Debtor's bankruptcy or insolvency proceedingsinsolvency. At any time the Agent, for the benefit of the Banks, is entitled to exercise its remedies hereunder, it may in its discretion elect to demand payment or performance. In the event the Agent, for the benefit of the Banks, elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Indebtedness has been paid in full. In the event the Agent, for the benefit of the Banks, elect to demand payment, it shall at all times thereafter have the right to demand performance until all of the Indebtedness has been paid in full.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, the Guarantor agrees that this Agreement Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Documents, the Collateral, the Pledged Collateral or any collateral collateral, security or Property now or hereafter securing the Debtor Guaranty or the Guarantee Liabilities or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent and or the Lenders to proceed against the Borrowers, the Pledgor, any other Credit Party, any Obligor or any other Person (including a co–guarantor) or to require the Administrative Agent and or the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that the Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Collateral, the Pledged Collateral or any collateral, security or Property for the Guaranty or the Guarantee Liabilities, so long as any such Guarantee Liabilities remain outstanding. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and or the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, the other Credit Documents or foreclosing their Lien, if any, its security interest in or Lien on any collateral Collateral, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Debtor Guaranty or the Guarantee Liabilities or from exercising any other rights available to it under the Credit Agreement and or any of the other Loan Documents, Credit Documents or any other instrument of security if neither none of the Debtor nor Borrowers, the Pledgor, the Guarantor or any other Credit Party timely satisfy perform the Debtor Liabilities obligations of the Borrowers, the Pledgor, all other Credit Parties or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the obligations of The Guarantor recognizes, acknowledges and agrees that the Guarantor under this Agreement nor any remedy for may be required to pay the enforcement thereof shall be impaired, modified, changed or released Guarantee Liabilities in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise full (subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates limit set forth in the Credit Agreement occurring after the date Section 1) without assistance or support of such bankruptcy or insolvencyany other party, shall nonetheless be payable by and the Guarantor hereunder forthwith has not been induced to enter into this Guaranty on demand by the Agent. The Guarantor acknowledges basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantee Liabilities, or that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Administrative Agent or the Lenders will look to other parties to pay or perform the Guarantee Liabilities. The Guarantor recognizes, acknowledges and subsequently recovered by agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the Debtor benefits of, the validity, enforceability, collectibility or a trustee value of the Collateral, the Pledged Collateral or any of the collateral, security or Property for the Debtor pursuant to bankruptcy Guaranty or insolvency proceedingsthe Guarantee Liabilities.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, each Guarantor agrees that this Agreement Guarantee may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Documents, the Collateral, the Pledged Collateral or any collateral collateral, security or Property now or hereafter securing the Debtor Liabilities Guarantee or the Guarantee Obligations or otherwise, and the each Guarantor hereby waives the right to require the Administrative Agent and or the Lenders to proceed against the Borrowers, the Pledgors, any other Credit Party, any Obligor or any other Person (including a co–guarantor) or to require the Administrative Agent and or the Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that such Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, so long as any such Guarantee Obligations remain outstanding. Each Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and or the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, the other Credit Documents or foreclosing their Lien, if any, its security interest in or Lien on any collateral Collateral, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Debtor Liabilities Guarantee or the Guarantee Obligations or from exercising any other rights available to it under the Credit Agreement and or any of the other Loan Documents, Credit Documents or any other instrument of security if neither none of the Debtor nor Borrowers, the Guarantor Pledgors, the Guarantors or any other Credit Party timely satisfy perform the Debtor Liabilities obligations of the Borrowers, the Pledgors, all other Credit Parties or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the such Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the each Guarantor that the such Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither Each Guarantor recognizes, acknowledges and agrees that such Guarantor may be required to pay the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released Guarantee Obligations in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise full (subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates limit set forth in Section 2) without assistance or support of any other Person, and such Guarantor has not been induced to enter into this Guarantee on the Credit Agreement occurring after basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the date of such bankruptcy Guarantee Obligations, or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Administrative Agent or the Lenders will look to other parties to pay or perform the Guarantee Obligations. Each Guarantor recognizes, acknowledges and subsequently recovered by agrees that it is not entering into this Guarantee in reliance on, or in contemplation of the Debtor benefits of, the validity, enforceability, collectability or a trustee value of the Collateral, the Pledged Collateral or any of the collateral, security or Property for the Debtor pursuant to bankruptcy Guarantee or insolvency proceedingsthe Guarantee Obligations or of the validity, enforceability or collectability of this Guarantee against any other Guarantor.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement may be enforced by the Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Other Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders to proceed against any other Obligor or to require the Agent and the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders from suing on the Credit Agreement and the other Loan Other Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities or from exercising any other rights available under the Credit Agreement and the other Loan Other Documents, or any other instrument of security if neither the Debtor Debtors nor the Guarantor timely satisfy perform the Debtor Liabilities obligations of the Debtors thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the obligations of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the any Debtor or by reason of the bankruptcy or insolvency of the any Debtor. If acceleration of the time for payment of any amount payable by the Debtor Debtors is stayed upon the insolvency or bankruptcy of the any Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Other Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “"Debtor Liabilities” " as used herein includes any payments made by the any Debtor to the Agent or the Lenders any Lender and subsequently recovered by the such Debtor or a trustee for the such Debtor pursuant to bankruptcy or insolvency proceedings.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, Notes or any collateral now or hereafter securing the Debtor Liabilities Indebtedness or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent and the Lenders to proceed against the Borrowers or any other Obligor person or to require the Administrative Agent and the Lenders to pursue any other remedy or enforce any other right. In addition, the Guarantor hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrowers for amounts paid under this Guaranty. This waiver is expressly intended to prevent the existence of any claim in respect of such subrogation, indemnity, reimbursement or contribution by the Guarantor against the estate of any Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent the Guarantor from being deemed a “creditor” of such Borrower in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving any Borrower. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and or the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, Notes or foreclosing their Lien, if any, its security interest in or lien on any collateral now or hereafter securing the Debtor Liabilities Indebtedness or from exercising any other rights available to the Administrative Agent or the Lenders under the Credit Agreement and the other Loan DocumentsNotes, or any other instrument of security if neither the Debtor Borrowers nor the Guarantor timely satisfy performs the Debtor Liabilities obligations of the Borrowers thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor’s obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the Guarantor’s obligations of the Guarantor under this Agreement Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor Borrowers, by reason of any Borrower’s bankruptcy or insolvency or by reason of the bankruptcy invalidity or insolvency unenforceability of all or any portion of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the AgentIndebtedness. The Guarantor acknowledges that the term “Debtor LiabilitiesIndebtedness” as used herein includes any payments made by the Debtor Borrowers to the Administrative Agent or the Lenders any Lender and subsequently recovered by the Debtor Borrowers or a trustee for the Debtor Borrowers pursuant to the Borrowers’ bankruptcy or insolvency proceedingsand that the guaranty of the Guarantor hereunder shall be reinstated to the extent of such recovery.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement may be enforced by the Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders to proceed against any other Obligor or to require the Agent and the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities or from exercising any other rights available under the Credit Agreement and the other Loan Documents, or any other instrument of security if neither the Debtor Debtors nor the Guarantor timely satisfy the Debtor Liabilities thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the obligations of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor Debtors or by reason of the bankruptcy or insolvency of the any Debtor. If acceleration of the time for payment of any amount payable by the each Debtor is stayed upon the insolvency or bankruptcy of the such Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor Debtors to the Agent or the Lenders and subsequently recovered by the Debtor Debtors or a trustee for the any Debtor pursuant to bankruptcy or insolvency proceedings.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement Guaranty may be enforced by the Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders to proceed against any other Obligor or to require the Agent and the Lenders to pursue any other remedy or enforce any other rightLender. The Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Lender, from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities Note or from exercising any other rights available to it under the Note, the Revolving Credit Agreement and the other Loan DocumentsAgreement, or any other instrument of security evidencing the Obligations if neither the Debtor Borrower nor the Guarantor timely satisfy performs the Debtor Liabilities thereunderObligations, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor's obligations of the Guarantor thereunder; hereunder, it being the purpose and intent of the Guarantor that the Guarantor's obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the Guarantor's obligations of under the Guarantor under this Agreement Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor Borrower or any co-guarantor or by reason of the bankruptcy Borrower's or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such co- guarantor's bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” "Obligations" as used herein includes any payments made by the Debtor Borrower to the Agent or the Lenders Lender and subsequently recovered by the Debtor Borrower or a trustee for the Debtor Borrower pursuant to the Borrower's bankruptcy or insolvency proceedingsinsolvency. At any time the Lender is entitled to exercise its remedies hereunder, it may in its discretion elect to demand payment or performance. In the event the Lender elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Obligations have been paid in full. In the event the Lender elects to demand payment, it shall at all times thereafter have the right to demand performance until all of the Obligations have been paid in full.

Primary Liability of the Guarantor. The Without limiting the foregoing provisions, Guarantor agrees that this Agreement Guaranty may be enforced by the Agent and the Lenders Buyer without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Agreement and the other Loan Repurchase Documents, the Purchased Assets, the Pledged Collateral or any collateral collateral, security or property now or hereafter securing the Debtor Repurchase Documents or the Guarantor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders Buyer to proceed against Seller, Pledgor, any Underlying Obligor or any other Obligor Person (including a co–Guarantor) or to require the Agent and the Lenders Buyer to pursue any other remedy or enforce any other right. The Guarantor further agrees that Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Purchased Assets, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities, so long as any such Guarantor Liabilities remain outstanding. Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders Buyer from suing on the Credit Repurchase Agreement and the other Loan Documents, or any of them, the other Repurchase Documents or foreclosing their Lien, if any, (whether by judicial or non-judicial foreclosing or enforcement) its security interest in or Lien on any collateral Purchased Asset, the Pledged Collateral or any collateral, security or property now or hereafter securing the Debtor Repurchase Documents or the Guarantor Liabilities or from exercising any other rights or remedies available to it under Requirements of Law, the Credit Repurchase Agreement and or any of the other Loan Documents, Repurchase Documents or any other instrument of security if neither the Debtor nor the none of Seller, Pledgor or Guarantor timely satisfy perform the Debtor Liabilities obligations of Seller, Pledgor or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor's obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor's obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither Guarantor agrees that any release by Buyer of Seller, Pledgor or any co‑Guarantor or with respect to the obligations Purchased Assets, the Pledged Collateral or any other collateral, security or property now or hereafter securing the Repurchase Documents shall not release Guarantor or affect the Guarantor Liabilities. Guarantor further agrees that Buyer is under no obligation to marshal any property or assets of Seller, Pledgor or any co‑Guarantor in favor of Guarantor or against or in payment of the Guarantor Liabilities. Buyer may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Agreement nor Guaranty. If, in the exercise of any remedy of its rights and remedies, Buyer shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any obligor for Guarantor Obligations, whether because of any Requirements of Law pertaining to "election of remedies" or otherwise, Guarantor hereby consents to such action by Buyer and waives any claim based upon such action, even if such action by Buyer shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by Buyer. Any election of remedies which results in the denial or impairment of the right of Buyer to seek a deficiency judgment against any obligor for Guarantor Obligations shall not impair Guarantor's obligation to pay the full amount of the Guarantor Obligations. Guarantor recognizes, acknowledges and agrees that Guarantor may be required to pay the Guarantor Liabilities in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantor Liabilities, or that Buyer will look to other parties to pay or perform the Guarantor Liabilities. Guarantor recognizes, acknowledges and agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of the Purchased Assets, the Pledged Collateral or any of the collateral, security or property for the enforcement thereof Guaranty or the Guarantor Liabilities. Guarantor acknowledges and agrees that Buyer shall not be impairedliable for any, modifiedoccurrence, changed condition, circumstance, event, action or released in any manner whatsoever omission waived by an impairment, modification, change, release Guarantor or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration permitted under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the Debtor to the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedingsthis Guaranty.

Primary Liability of the Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. The Guarantor agrees that shall be liable for the payment and performance of the Obligations, as set forth in this Agreement may Guaranty, as a primary obligor. This Guaranty shall be enforced by the Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwiseeffective as a waiver of, and the Guarantor hereby expressly waives any and all rights to which the Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require the Agent and the Lenders Lender to proceed take prior recourse or proceedings against any other Obligor collateral, security or Person (hereinafter defined) whatsoever. Upon the occurrence of: (i) any Default under the Loan, (ii) any reasonable determination by the Lender that a material adverse change has occurred in the financial condition of the Guarantor, (iii) the dissolution or insolvency of Guarantor, subject to require the Agent and the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Agent and the Lenders from suing on the Credit Agreement and the other Loan Documentsprovisions of Section 4 below, or (iv) any transfer of themassets of Guarantor without receiving fair value in exchange therefor, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities or from exercising any other rights available under Indebtedness shall be deemed immediately due and payable at the Credit Agreement and election of the other Loan Documents, or any other instrument of security if neither the Debtor nor the Guarantor timely satisfy the Debtor Liabilities thereunderLender, and the exercise of Guarantor shall, on demand and without presentment, protest, any notice whatsoever, pay the amount due thereon to the Lender or perform or observe the agreement, covenant, term or condition, as the case may be, and it shall not be necessary for the Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Borrower or others liable on the Obligations or for such performance, or to institute suit or pursue or exhaust any rights or remedies against the Borrower or Guarantor or other sureties of the aforesaid Obligations as contemplated by applicable law or to enforce any rights and against any security that shall ever have been given to secure the completion of Obligations, or to join the Borrower or any foreclosure proceedings shall not constitute a discharge of any others liable for the payment or performance of the obligations Obligations or any part thereof in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or by reason of the bankruptcy or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the AgentObligations. The Guarantor acknowledges that the term “Debtor LiabilitiesPerson” as used herein includes any payments made by shall mean all of the Debtor to Borrower and the Agent or the Lenders and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to bankruptcy or insolvency proceedingsGuarantor.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement Guaranty may be enforced by the Agent for the benefit of the Banks and the Lenders without the necessity at any time Guarantor waives all rights of resorting to or exhausting any other security or collateral division and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Agent and the Lenders to proceed against any other Obligor or to require the Agent and the Lenders to pursue any other remedy or enforce any other rightdiscussion. The Guarantor further agrees that nothing contained herein shall prevent the Agent and Agent, for the Lenders benefit of the Banks, from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities Note or from exercising any other rights available to it under the Credit Agreement and Notes, the other Loan DocumentsAgreement, or any other instrument of security evidencing the Indebtedness if neither the Debtor nor the Guarantor timely satisfy performs the obligations of the Debtor Liabilities thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor's obligations of the Guarantor thereunderhereunder; it being the purpose and intent of the Guarantor that the Guarantor's obligations of the Guarantor hereunder shall be absolute, independent and unconditionalunconditional under any and all circumstances. Neither the Guarantor's obligations of under the Guarantor under this Agreement Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Debtor or any co-guarantor or by reason of the bankruptcy Debtor's or insolvency of the Debtor. If acceleration of the time for payment of any amount payable by the Debtor is stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such co-guarantor's bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Agent. The Guarantor acknowledges that the term “Debtor Liabilities” "Indebtedness" as used herein includes any payments made by the Debtor to the Agent or the Lenders Banks and subsequently recovered by the Debtor or a trustee for the Debtor pursuant to the Debtor's bankruptcy or insolvency proceedingsinsolvency. At any time the Agent, for the benefit of the Banks, is entitled to exercise its remedies hereunder, it may in its discretion elect to demand payment or performance. the event the Agent, for the benefit of the Banks, elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Indebtedness has been paid in full. In the event the Agent, for the benefit of the Banks, elect to demand payment, it shall at all times thereafter have the right to demand performance until all of the Indebtedness has been paid in full.

Primary Liability of the Guarantor. The Guarantor agrees that this Agreement may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Credit Agreement and the other Loan Documents, or any collateral now or hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby waives the right to require the Administrative Agent and the Lenders to proceed against any other Obligor or to require the Administrative Agent and the Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent and the Lenders from suing on the Credit Agreement and the other Loan Documents, or any of them, or foreclosing their Lien, if any, on any collateral hereafter securing the Debtor Liabilities or from exercising any other rights available under the Credit Agreement and the other Loan Documents, or any other instrument of security if neither the Debtor Debtors nor the Guarantor timely satisfy perform the Debtor Liabilities obligations of the Debtors thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the obligations of the Guarantor thereunder; it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute, independent and unconditional. Neither the obligations of the Guarantor under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the any Debtor or by reason of the bankruptcy or insolvency of the any Debtor. If acceleration of the time for payment of any amount payable by the any Debtor is stayed upon the insolvency or bankruptcy of the any Debtor, amounts otherwise subject to acceleration under the terms of the Credit Agreement and the other Loan Documents including, without limitation, interest at the rates set forth in the Credit Agreement occurring after the date of such bankruptcy or insolvency, shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent. The Guarantor acknowledges that the term “Debtor Liabilities” as used herein includes any payments made by the any Debtor to the Administrative Agent or the Lenders and subsequently recovered by the such Debtor or a trustee for the such Debtor pursuant to bankruptcy or insolvency proceedings.