Common use of Representations and Warranties of Each Guarantor Clause in Contracts

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants to each Noteholder as follows: (a) Such Guarantor is a [corporation]/[limited liability company] duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign [corporation]/[limited liability company] and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Guarantor has the organizational power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, and to execute, deliver, and perform its obligations under this Guaranty Agreement. (b) This Guaranty Agreement has been duly authorized by all necessary [corporate]/[limited liability company] action on the part of such Guarantor, and this Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance by such Guarantor of this Guaranty Agreement and the consummation of the transactions contemplated herein will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its respective properties may be bound or affected (other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument), (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by, or enforcement against, such Guarantor of this Guaranty Agreement other than (i) the approval of the NMPRC, [which has been obtained prior to the date hereof], and (ii) any post-closing notice filings required pursuant to the NMPRC approval. (e) Upon the execution and delivery hereof, such Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business.

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants to each Noteholder the Holder as follows: (a) 8.1 Such Guarantor is a [corporation]/[limited liability company] legal entity set forth opposite its name on Exhibit A duly organized, validly existing and in good standing under the laws of the State set forth opposite its jurisdiction of organizationname on Exhibit A, and is duly qualified as a foreign [corporation]/[limited liability company] has the full legal and is in good standing in each jurisdiction in which such qualification is required by lawcorporate power and authority to enter into, other than those jurisdictions as to which the failure to be so qualified or in good standing could notexecute, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectdeliver and perform this Guaranty. Such Guarantor has taken all necessary action to authorize the organizational power execution, delivery and authority to own or hold under lease the properties it purports to own or hold under leaseperformance of this Guaranty. The execution, to transact the business it transacts delivery and proposes to transact, and to execute, deliver, and perform its obligations under performance of this Guaranty Agreement. will not: (a) violate or cause such Guarantor to be in default under, any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award in effect having applicability to such Guarantor; or (b) result in a breach of or constitute a default under such Guarantor’s operative agreements or under any mortgage, loan or other agreement, lease or instrument to which such Guarantor is a party or by which Such Guarantor may be bound or affected; 8.2 No consent, license, approval, or authorization of, or registration, declaration, or filing with, any court, governmental body, authority, or other person or entity is required in connection with the valid execution, delivery, or performance of this Guaranty; 8.3 This Guaranty Agreement has been duly authorized by all necessary [corporate]/[limited liability company] action on constitutes the part of such Guarantor, and this Guaranty Agreement constitutes a legal, valid valid, and binding obligation of such Guarantor, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy and insolvency laws and laws affecting creditors’ rights generally; 8.4 There are no actions, suits, proceedings, or investigations pending or, to the knowledge of such Guarantor, threatened against such Guarantor or any basis therefor which, if adversely determined, would, in any case or in the aggregate, materially adversely affect the property, assets, or financial condition of such Guarantor; and 8.5 Notwithstanding any other provision of this Guaranty to the contrary, if the obligations of such Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or federal bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws law affecting the enforcement right of creditors’ rights generally and (ii) general principles creditors generally, to be void, invalid or unenforceable to any extent on account of equity (regardless the amount of whether such enforceability is considered in a proceeding in equity or at law). (c) The executionGuarantor’s liability under this Guaranty, delivery and performance by such Guarantor then notwithstanding any other provisions of this Guaranty Agreement and to the consummation of contrary, the transactions contemplated herein will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property amount of such Guarantor underliability shall, without any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound or further action by which such Guarantor or any of its respective properties may other person, be bound or affected (other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument), (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by, or enforcement against, such Guarantor of this Guaranty Agreement other than (i) the approval of the NMPRC, [which has been obtained prior automatically limited and reduced to the date hereof], highest amount which is valid and (ii) any post-closing notice filings required pursuant to the NMPRC approvalenforceable as determined in such action or proceeding. (e) Upon the execution and delivery hereof, such Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business.

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants warrants, as to each Noteholder as followsitself on the date hereof and during the duration of this Guaranty, that: (a) Such Guarantor is a [corporation]/[limited liability company] duly organized, organized and is validly existing and as a limited liability company in good standing under the laws of its the jurisdiction of organization, its formation and is duly qualified as a foreign [corporation]/[limited liability company] and is in good standing in each other jurisdiction in which the transaction of its business makes such qualification is required by lawnecessary, other than those jurisdictions has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as to which the failure currently or as proposed to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectconducted. Such Guarantor has the authority under its organizational power documents and authority applicable law to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, enter into this Guaranty and to executeperform all acts contemplated hereby or in connection herewith. Guarantor duly authorized, deliverexecuted and delivered this Guaranty, and perform its obligations under this Guaranty Agreement. (b) This Guaranty Agreement has all requisite or other corporate action having been duly authorized by all necessary [corporate]/[limited liability company] action on the part of such Guarantortaken, and this Guaranty Agreement constitutes a legalis valid, valid binding and binding obligation of such Guarantor, enforceable against it such Guarantor in accordance with its terms, terms except as such enforceability enforcement may be limited affected by (i) applicable bankruptcy, insolvencyby other insolvency laws, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)creditor’s rights. (cb) The execution, delivery and performance by such Guarantor of this Guaranty Agreement and the consummation of the transactions contemplated herein hereby are within such Guarantor’s powers, have been duly authorized by all necessary action and do not constitute or will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its respective properties may be bound or affected (other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument), (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling the organizational documents of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate result in a breach of any legal restriction or result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any statute obligation under, any agreement, indenture, loan or credit agreement or other rule instrument to which such Guarantor or regulation any of its property is subject, or result in the violation of any Governmental Authority applicable law, rule, regulation, order, judgment or decree to which such Guarantor or its property is subject. (c) The execution and delivery of this Guaranty and the performance of Guarantor.’s obligations hereunder do not require any consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority, court or other Person. 755039518 22720164 (d) No consentThere is no action, approval proceeding or authorization ofinvestigation pending with respect to which Guarantor has received service of process or, to the best such Guarantor’s knowledge threatened or affecting it or any of its property against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Guaranty, (B) seeking to prevent the consummation of any of the transactions contemplated by this Guaranty, (C) making a claim individually or in the aggregate in an amount greater than 5% of such Guarantor’s Adjusted Tangible Net Worth, (D) which requires filing with the SEC in accordance with the 1934 Act or any rules thereunder, (E) which has resulted in the voluntary or involuntary suspension of a license, a cease and desist order, or registration, filing such other action as could adversely impact Seller’s or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance byGuarantor’s business, or enforcement against, such Guarantor of this Guaranty Agreement other than (iF) the approval of the NMPRC, [which has been obtained prior could be reasonably likely to the date hereof], and (ii) any post-closing notice filings required pursuant to the NMPRC approvalhave a Material Adverse Effect. (e) Upon This Guaranty has not been entered into fraudulently by Guarantor with the execution intent to hinder, delay or defraud any creditor or any Buyer Party. (f) Guarantor is and delivery hereof, such Guarantor will be solvent, is and will be able to pay its debts as they maturemature and does not and will not have unreasonably small capital to engage in its business. Guarantor does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. (g) Guarantor is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and although there may be additional exclusions or exemptions available to Guarantor, it will rely on Section 3(c)(5) under the Investment Company Act for its exclusion from the definition of “investment company.” (h) Guarantor has independently reviewed the Series 2020-SPIADVF1 Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to any Buyer Party, such Guarantor is not in any manner relying upon the validity, enforceability, attachment or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to any Buyer Party, now or at any time and from time to time in the future. (i) There are no facts or circumstances that, individually or in the aggregate, would reasonably be expected to have capital sufficient a Material Adverse Effect. (j) Guarantor has a direct or indirect and substantial economic interest in Seller and expects to carry on derive substantial benefits from the transactions of Seller under the Series 2020-SPIADVF1 Repurchase Agreement. Guarantor is entering into this Guaranty for legitimate business purposes and reasonably believes that its businessguaranty of the Guaranty Obligations and the Guaranty Expenses is in its best interests. (i) Except as could not reasonably be expected to result in a Material Adverse Effect, Guarantor, its ERISA Affiliates, and each Plan are in compliance in all material respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal Revenue Code of 1986, as amended (the “Code”), (ii) no Reportable Event has occurred with respect to any Plan, (iii) no Plan is considered to be an “at- 755039518 22720164 ​ risk” plan within the meaning of Section 430 of the Code or Section 303 of ERISA, (iv) Guarantor, its Subsidiaries and their respective ERISA Affiliates do not provide any material medical or health benefits to former employees other than as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law (collectively, “COBRA”), (v) Guarantor and its Subsidiaries and their respective ERISA Affiliates have made all required contributions to each Plan, and to each Multiemployer Plan to which it is obligated to contribute, except as would not reasonably be expected to result in material liability to it, and (vi) no event or condition described in Section 4(d) has occurred or exists, other than an event or condition with respect to which notice has been provided in accordance with Section 4(d). None of the assets of Guarantor or any of its Subsidiaries are “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. (l) The representations and warranties contained in Article III of the Series 2020-SPIADVF1 Repurchase Agreement, insofar as the representations and warranties contained therein are related to Guarantor or its properties, are true and correct, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Series 2020-SPIADVF1 Repurchase Agreement to which reference is made in such representations and warranties, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by reference as though specifically set forth in this Section 3.

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants to each Noteholder of the Secured Parties as follows: (a) Such Guarantor is a [corporation]/[limited liability company] an entity duly organized, organized or incorporated and validly existing and in good standing under the laws of its jurisdiction of organizationorganization or incorporation, and has the corporation, trust or other power to own its property and carry on its business as now being conducted and is duly qualified and in good standing, if applicable, as a foreign [corporation]/[limited liability company] and is in good standing corporation or other entity authorized to do business in each jurisdiction in which where, because of the nature of its activities or properties, such qualification is required by lawrequired, other than those jurisdictions as to which except where the failure to be so qualified or in good standing could notnot reasonably be expected to have a Guarantor Material Adverse Effect. (b) The execution and delivery by such Guarantor of this Agreement and the performance by such Guarantor of its obligations hereunder (i) are within the corporate, individually trust or in other powers of such Guarantor, (ii) have been duly authorized by all necessary corporate, trust or other action on the aggregatepart of such Guarantor, (iii) have received all necessary approvals, authorizations, consents, registrations, notices, exemptions and licenses (if any shall be required) from Governmental Authorities and other Persons, except for any such approvals, authorizations, consents, registrations, notices, exemptions or licenses non-receipt of which could not reasonably be expected to have a Guarantor Material Adverse Effect, (iv) do not and will not contravene or conflict with any provision of (A) law, (B) any judgment, decree or order to which such Guarantor or any of its Subsidiaries is a party or by which such Guarantor or any of its Subsidiaries is bound, (C) the charter, bylaws, constitutional or other organizational documents of such Guarantor or any of its Subsidiaries, or (D) any provision of (1) the Indenture (including, without limitation, Sections 1006, 1007, 1008 and 1009 thereof) or (2) any other agreement or instrument binding on such Guarantor or any of its Subsidiaries, or any agreement or instrument of which such Guarantor is aware affecting the properties of such Guarantor or any of its Subsidiaries, except with respect to (A), (B) and (D) above, for any such contravention or conflict which could not reasonably be expected to have a Material Adverse Effect. Such Guarantor has the organizational power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, and to execute, deliver, (v) do not and perform will not result in or require the creation or imposition of any Lien on any of such Guarantor’s or its obligations Subsidiaries’ properties other than the Lien in favor of the Agent for the benefit of the Secured Parties in the Collateral granted under this Guaranty AgreementAgreement and Permitted Collateral Liens. (bc) This Guaranty Agreement has been duly authorized by all necessary [corporate]/[limited liability company] action on is the part of such Guarantor, and this Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor, enforceable against it such Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable subject to bankruptcy, insolvency, examinorship, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and (ii) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance by such Guarantor of this Guaranty Agreement and the consummation of the transactions contemplated herein will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its respective properties may be bound or affected (other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument), (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantorprinciples. (d) No consentSuch Guarantor is not an “investment company” within the meaning of the Investment Company Act of 1940, approval or authorization ofas amended, required to register thereunder, or registration, filing or declaration with, any Governmental Authority is required in connection with a company “controlled” by an “investment company” within the execution, delivery or performance by, or enforcement against, such Guarantor of this Guaranty Agreement other than (i) the approval meaning of the NMPRCInvestment Company Act of 1940, [which has been obtained prior to the date hereof], and (ii) any post-closing notice filings required pursuant to the NMPRC approvalas amended. (e) Upon Such Guarantor maintains insurance with insurers or reinsurers of recognized responsibility or pursuant to governmental indemnities, to such extent and against such hazards and liabilities as is commonly maintained, or caused to be maintained, as the execution case may be, by companies similarly situated. Each Pledged SPE maintains, or, in the case of any property Owned by such Pledged SPE and delivery hereofleased to lessees, such Pledged SPE (or the applicable Intermediate Lessee) has contractually required such lessees to maintain, insurance with insurers or reinsurers of recognized responsibility or pursuant to governmental indemnities, covering such risks and in such amounts as set forth in Schedule 4.01(f). (f) Such Guarantor has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be solventcompletely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Guarantor. (g) The Guarantors will be able to pay its debts be, as they matureof the Collateral Value Effective Date and on each Appraisal Date thereafter, together with their respective Subsidiaries, taken as a whole, Solvent. (h) Holdco I is a direct Wholly-owned Subsidiary of the Company, each Parent Holdco is a direct Wholly-owned Subsidiary of Holdco I and each Pledged SPE and each Intermediate Lessee is a direct Wholly-owned Subsidiary of a Parent Holdco. (i) Each Pledged SPE Owns any Eligible Aircraft specified as being Owned by it free and clear of all Liens other than Permitted Collateral Liens. (j) In each case, since the date of such Person’s organization, (i) Holdco I has not engaged in any activity other than Permitted Holdco I Activities, (ii) each Parent Holdco has not engaged in any activity other than Permitted Parent Holdco Activities, (iii) each Pledged SPE has not engaged in any activity other than Permitted Pledged SPE Activities, and will have capital sufficient to carry on its business(iv) each Intermediate Lessee has not engaged in any activity other than Permitted Intermediate Lessee Activities.

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants to each Noteholder of the Secured Parties as follows: (a) 1. Such Guarantor is a [corporation]/[limited liability company] an entity duly organized, organized or incorporated and validly existing and in good standing under the laws of its jurisdiction of organizationorganization or incorporation, and has the corporation, trust or other power to own its property and carry on its business as now being conducted and is duly qualified and in good standing, if applicable, as a foreign [corporation]/[limited liability company] and is in good standing corporation or other entity authorized to do business in each jurisdiction in which where, because of the nature of its activities or properties, such qualification is required by lawrequired, other than those jurisdictions as to which except where the failure to be so qualified or in good standing could notnot reasonably be expected to have a Guarantor Material Adverse Effect. 2. The execution and delivery by such Guarantor of this Agreement and the performance by such Guarantor of its obligations hereunder (i) are within the corporate, individually trust or in other powers of such Guarantor, (ii) have been duly authorized by all necessary corporate, trust or other action on the aggregatepart of such Guarantor, (iii) have received all necessary approvals, authorizations, consents, registrations, notices, exemptions and licenses (if any shall be required) from Governmental Authorities and other Persons, except for any such approvals, authorizations, consents, registrations, notices, exemptions or licenses non-receipt of which could not reasonably be expected to have a Guarantor Material Adverse Effect, (iv) do not and will not contravene or conflict with any provision of (A) law, (B) any judgment, decree or order to which such Guarantor or any of its Subsidiaries is a party or by which such Guarantor or any of its Subsidiaries is bound, (C) the charter, bylaws, constitutional or other organizational documents of such Guarantor or any of its Subsidiaries, or (D) any provision of (1) the Indenture (including, without limitation, Sections 1006, 1007, 1008 and 1009 thereof) or (2) any other agreement or instrument binding on such Guarantor or any of its Subsidiaries, or any agreement or instrument of which such Guarantor is aware affecting the properties of such Guarantor or any of its Subsidiaries, except with respect to (A), (B) and (D) above, for any such contravention or conflict which could not reasonably be expected to have a Material Adverse Effect. Such Guarantor has the organizational power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, and to execute, deliver, (v) do not and perform its obligations under this Guaranty Agreement. (b) This Guaranty Agreement has been duly authorized by all necessary [corporate]/[limited liability company] action will not result in or require the creation or imposition of any Lien on the part any of such Guarantor, ’s or its Subsidiaries’ properties other than the Lien in favor of the Agent for the benefit of the Secured Parties in the Collateral granted under this Agreement and this Guaranty Permitted Collateral Liens. 3. This Agreement constitutes a is the legal, valid and binding obligation of such Guarantor, enforceable against it such Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable subject to bankruptcy, insolvency, examinorship, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and to general equity principles. 4. Such Guarantor is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, required to register thereunder, or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 5. Such Guarantor maintains insurance with insurers or reinsurers of recognized responsibility or pursuant to governmental indemnities, to such extent and against such hazards and liabilities as is commonly maintained, or caused to be maintained, as the case may be, by companies similarly situated. Each Pledged SPE maintains, or, in the case of any property Owned by such Pledged SPE and leased to lessees, such Pledged SPE (iior the applicable Intermediate Lessee) general principles has contractually required such lessees to maintain, insurance with insurers or reinsurers of equity (regardless of whether recognized responsibility or pursuant to governmental indemnities, covering such enforceability is considered risks and in a proceeding such amounts as set forth in equity or at lawSchedule 4.01(f). (c) The execution6. Such Guarantor has, delivery independently and performance by without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of this Guaranty Agreement obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the consummation business, condition (financial or otherwise), operations, performance, properties and prospects of such other Guarantor. 7. The Guarantors will be, as of the transactions contemplated herein will not Collateral Value Effective Date and on each Appraisal Date thereafter, together with their respective Subsidiaries, taken as a whole, Solvent. 8. Holdco I is a direct Wholly-owned Subsidiary of the Company, each Parent Holdco is a direct Wholly-owned Subsidiary of Holdco I and each Pledged SPE and each Intermediate Lessee is a direct Wholly-owned Subsidiary of a Parent Holdco. 9. Each Pledged SPE Owns any Eligible Aircraft specified as being Owned by it free and clear of all Liens other than Permitted Collateral Liens. 10. In each case, since the date of such Person’s organization, (i) contravene, result Holdco I has not engaged in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its respective properties may be bound or affected (activity other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument)Permitted Holdco I Activities, (ii) conflict with or result each Parent Holdco has not engaged in a breach of any of the termsactivity other than Permitted Parent Holdco Activities, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate each Pledged SPE has not engaged in any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by, or enforcement against, such Guarantor of this Guaranty Agreement activity other than (i) the approval of the NMPRC, [which has been obtained prior to the date hereof]Permitted Pledged SPE Activities, and (iiiv) each Intermediate Lessee has not engaged in any post-closing notice filings required pursuant to the NMPRC approvalactivity other than Permitted Intermediate Lessee Activities. (e) Upon the execution and delivery hereof, such Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business.

Representations and Warranties of Each Guarantor. Each Guarantor hereby (i) represents and warrants to each Noteholder Agent and each Lender as followsto itself that all representations and warranties relating to it contained in this Agreement and the Loan Documents are true and correct as of the date hereof and (ii) further represents and warrants to Agents and each Lender as of the date hereof that: (a) Such Guarantor has received, or will receive, direct or indirect benefit from the making of this Agreement with respect to the Secured Obligations; (b) Such Guarantor is a [corporation]/[limited liability company] duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign [corporation]/[limited liability company] and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. formation; (c) Such Guarantor has the organizational requisite corporate power and authority to own issue this Agreement and to perform its obligations hereunder, and has duly authorized, executed and delivered this Agreement; (d) Such Guarantor is not required to obtain any authorization, consent, approval, exemption or hold license from, or to file any registration with, any government authority as a condition to the validity of, or to the execution, delivery or performance of, this Agreement; (e) There is no action, suit or proceeding pending or threatened in writing against Guarantor before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could affect, in a materially adverse manner, the ability of Guarantor to perform any of its obligations under, or which in any manner questions the validity of, this Agreement; (f) The execution, delivery and performance of this Agreement by Guarantor does not contravene or constitute a default under lease the properties it purports to own any provision of Guarantor’s certificate of incorporation or hold under lease, to transact the business it transacts and proposes to transactby-laws or any material contractual restriction binding on Guarantor, and to executethe best of Guarantor’s knowledge does not contravene or constitute a default under any statue, deliver, and perform its obligations under this Guaranty Agreement.regulation or rule of any governmental authority; (bg) This Guaranty Agreement has been duly authorized by all necessary [corporate]/[limited liability company] action on the part of such Guarantor, and this Guaranty Agreement constitutes a the legal, valid and binding obligation of such Guarantor, Guarantor enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar laws law affecting the enforcement of creditors’ ' rights generally generally, and (ii) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).; and (ch) The executionGuarantor is familiar with, delivery and performance by such Guarantor has independently reviewed books and records regarding, the financial condition of this Guaranty Agreement Borrower and is familiar with the consummation value of any and all collateral intended to be created as security for the payment of the transactions contemplated herein will not (i) contraveneSecured Obligations; however, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound not relying on such financial condition or by which such Guarantor or any of its respective properties may be bound or affected (other than such breach or default the collateral as may have been waived or otherwise approved pursuant an inducement to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument), (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantorenter into this Agreement. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by, or enforcement against, such Guarantor of this Guaranty Agreement other than (i) the approval of the NMPRC, [which has been obtained prior to the date hereof], and (ii) any post-closing notice filings required pursuant to the NMPRC approval. (e) Upon the execution and delivery hereof, such Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business.

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants warrants, as to each Noteholder as followsitself on the date hereof and during the duration of this Guaranty, that: (a) Such Guarantor is a [corporation]/[limited liability company] duly organized, organized and is validly existing and as a limited liability company in good standing under the laws of its the jurisdiction of organization, its formation and is duly qualified as a foreign [corporation]/[limited liability company] and is in good standing in each other jurisdiction in which the transaction of its business makes such qualification is required by lawnecessary, other than those jurisdictions has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as to which the failure currently or as proposed to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectconducted. Such Guarantor has the authority under its organizational power documents and authority applicable law to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, enter into this Guaranty and to executeperform all acts contemplated hereby or in connection herewith. Guarantor duly authorized, deliverexecuted and delivered this Guaranty, and perform its obligations under this Guaranty Agreement. (b) This Guaranty Agreement has all requisite or other corporate action having been duly authorized by all necessary [corporate]/[limited liability company] action on the part of such Guarantortaken, and this Guaranty Agreement constitutes a legalis valid, valid binding and binding obligation of such Guarantor, enforceable against it such Guarantor in accordance with its terms, terms except as such enforceability enforcement may be limited affected by (i) applicable bankruptcy, insolvencyby other insolvency laws, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)creditor’s rights. (cb) The execution, delivery and performance by such Guarantor of this Guaranty Agreement and the consummation of the transactions contemplated herein hereby are within such Guarantor’s powers, have been duly authorized by all necessary action and do not constitute or will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its respective properties may be bound or affected (other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument), (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling the organizational documents of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate result in a breach of any legal restriction or result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any statute obligation under, any agreement, indenture, loan or credit agreement or other rule instrument to which such Guarantor or regulation any of its property is subject, or result in the violation of any Governmental Authority applicable law, rule, regulation, order, judgment or decree to which such Guarantor or its property is subject. (c) The execution and delivery of this Guaranty and the performance of Guarantor’s obligations hereunder do not require any consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority, court or other Person. (d) No consentThere is no action, approval proceeding or authorization ofinvestigation pending with respect to which Guarantor has received service of process or, to the best such Guarantor’s knowledge threatened or affecting it or any of its property against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Guaranty, (B) seeking to prevent the consummation of any of the transactions contemplated by this Guaranty, (C) making a claim individually or in the aggregate in an amount greater than 5% of such Guarantor’s Adjusted Tangible Net Worth, (D) which requires filing with the SEC in accordance with the 1934 Act or any rules thereunder, (E) which has resulted in the voluntary or involuntary suspension of a license, a cease and desist order, or registration, filing such other action as could adversely impact the Sellers’ or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance byGuarantors’ business, or enforcement against, such Guarantor of this Guaranty Agreement other than (iF) the approval of the NMPRC, [which has been obtained prior could be reasonably likely to the date hereof], and (ii) any post-closing notice filings required pursuant to the NMPRC approvalhave a Material Adverse Effect. (e) Upon This Guaranty has not been entered into fraudulently by any Guarantor with the execution intent to hinder, delay or defraud any creditor or any Buyer Party. (f) Each Guarantor is and delivery hereof, such Guarantor will be solvent, is and will be able to pay its debts as they maturemature and does not and will not have unreasonably small capital to engage in its business. Guarantor does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. (g) Each Guarantor is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and although there may be additional exclusions or exemptions available to each Guarantor, each Guarantor will rely on Section 3 under the Investment Company Act for its exclusion from the definition of “investment company.” (h) Each Guarantor has independently reviewed the Series 2024-VF1 Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to any Buyer Party, such Guarantor is not in any manner relying upon the validity, enforceability, attachment or perfection of any Liens or security interests of any kind or nature granted by the Sellers or any other guarantor to any Buyer Party, now or at any time and from time to time in the future. (i) There are no facts or circumstances that, individually or in the aggregate, would reasonably be expected to have capital sufficient a Material Adverse Effect. (j) Each Guarantor has a direct or indirect and substantial economic interest in each Seller and expects to carry on derive substantial benefits from the transactions of the Sellers under the Series 2024-VF1 Repurchase Agreement. The Guarantors are entering into this Guaranty for legitimate business purposes and reasonably believes that its businessguaranty of the Guaranty Obligations and the Guaranty Expenses is in its best interests. (i) Except as could not reasonably be expected to result in a Material Adverse Effect, each Guarantor, its ERISA Affiliates, and each Plan are in compliance in all material respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal Revenue Code of 1986, as amended (the “Code”), (ii) no Reportable Event has occurred with respect to any Plan, (iii) no Plan is considered to be an “at-risk” plan within the meaning of Section 430 of the Code or Section 303 of ERISA, (iv) each Guarantor, its Subsidiaries and their respective ERISA Affiliates do not provide any material medical or health benefits to former employees other than as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law (collectively, “COBRA”), (v) each Guarantor and its Subsidiaries and their respective ERISA Affiliates have made all required contributions to each Plan, and to each Multiemployer Plan to which it is obligated to contribute, except as would not reasonably be expected to result in material liability to it, and (vi) no event or condition described in Section 4(d) has occurred or exists, other than an event or condition with respect to which notice has been provided in accordance with Section 4(d). None of the assets of any Guarantor or any of their Subsidiaries are “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. (l) The representations and warranties contained in Article III of the Series 2024-VF1 Repurchase Agreement, insofar as the representations and warranties contained therein are related to any Guarantor or its properties, are true and correct, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Series 2024-VF1 Repurchase Agreement to which reference is made in such representations and warranties, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by reference as though specifically set forth in this Section 3.

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants warrants, as to each Noteholder as followsitself on the date hereof and during the duration of this Guaranty, that: (a) Such Guarantor is a [corporation]/[limited liability company] duly organized, organized and is validly existing and as a limited liability company in good standing under the laws of its the jurisdiction of organization, its formation and is duly qualified as a foreign [corporation]/[limited liability company] and is in good standing in each other jurisdiction in which the transaction of its business makes such qualification is required by lawnecessary, other than those jurisdictions has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as to which the failure currently or as proposed to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectconducted. Such Guarantor has the authority under its organizational power documents and authority applicable law to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, enter into this Guaranty and to executeperform all acts contemplated hereby or in connection herewith. Guarantor duly authorized, deliverexecuted and delivered this Guaranty, and perform its obligations under this Guaranty Agreement. (b) This Guaranty Agreement has all requisite or other corporate action having been duly authorized by all necessary [corporate]/[limited liability company] action on the part of such Guarantortaken, and this Guaranty Agreement constitutes a legalis valid, valid binding and binding obligation of such Guarantor, enforceable against it such Guarantor in accordance with its terms, terms except as such enforceability enforcement may be limited affected by (i) applicable bankruptcy, insolvencyby other insolvency laws, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)creditor’s rights. (cb) The execution, delivery and performance by such Guarantor of this Guaranty Agreement and the consummation of the transactions contemplated herein hereby are within such Guarantor’s powers, have been duly authorized by all necessary action and do not constitute or will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its respective properties may be bound or affected (other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument), (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling the organizational documents of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate result in a breach of any legal restriction or result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any statute obligation under, any agreement, indenture, loan or credit agreement or other rule instrument to which such Guarantor or regulation any of its property is subject, or result in the violation of any Governmental Authority applicable law, rule, regulation, order, judgment or decree to which such Guarantor or its property is subject. (c) The execution and delivery of this Guaranty and the performance of Guarantor.’s obligations hereunder do not require any consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority, court or other Person. 755039565 22720164 (d) No consentThere is no action, approval proceeding or authorization ofinvestigation pending with respect to which Guarantor has received service of process or, to the best such Guarantor’s knowledge threatened or affecting it or any of its property against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Guaranty, (B) seeking to prevent the consummation of any of the transactions contemplated by this Guaranty, (C) making a claim individually or in the aggregate in an amount greater than 5% of such Guarantor’s Adjusted Tangible Net Worth, (D) which requires filing with the SEC in accordance with the 1934 Act or any rules thereunder, (E) which has resulted in the voluntary or involuntary suspension of a license, a cease and desist order, or registration, filing such other action as could adversely impact Seller’s or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance byGuarantor’s business, or enforcement against, such Guarantor of this Guaranty Agreement other than (iF) the approval of the NMPRC, [which has been obtained prior could be reasonably likely to the date hereof], and (ii) any post-closing notice filings required pursuant to the NMPRC approvalhave a Material Adverse Effect. (e) Upon This Guaranty has not been entered into fraudulently by Guarantor with the execution intent to hinder, delay or defraud any creditor or any Buyer Party. (f) Guarantor is and delivery hereof, such Guarantor will be solvent, is and will be able to pay its debts as they maturemature and does not and will not have unreasonably small capital to engage in its business. Guarantor does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. (g) Guarantor is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and although there may be additional exclusions or exemptions available to Guarantor, it will rely on Section 3(c)(5) under the Investment Company Act for its exclusion from the definition of “investment company.” (h) Guarantor has independently reviewed the Series 2023-MSRVF1 Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to any Buyer Party, such Guarantor is not in any manner relying upon the validity, enforceability, attachment or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to any Buyer Party, now or at any time and from time to time in the future. (i) There are no facts or circumstances that, individually or in the aggregate, would reasonably be expected to have capital sufficient a Material Adverse Effect. (j) Guarantor has a direct or indirect and substantial economic interest in Seller and expects to carry on derive substantial benefits from the transactions of Seller under the Series 2023-MSRVF1 Repurchase Agreement. Guarantor is entering into this Guaranty for legitimate business purposes and reasonably believes that its businessguaranty of the Guaranty Obligations and the Guaranty Expenses is in its best interests. (i) Except as could not reasonably be expected to result in a Material Adverse Effect, Guarantor, its ERISA Affiliates, and each Plan are in compliance in all material respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal Revenue Code of 1986, as amended (the “Code”), (ii) no Reportable Event has occurred with respect to any Plan, (iii) no Plan is considered to be an “at- 755039565 22720164 ​ risk” plan within the meaning of Section 430 of the Code or Section 303 of ERISA, (iv) Guarantor, its Subsidiaries and their respective ERISA Affiliates do not provide any material medical or health benefits to former employees other than as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law (collectively, “COBRA”), (v) Guarantor and its Subsidiaries and their respective ERISA Affiliates have made all required contributions to each Plan, and to each Multiemployer Plan to which it is obligated to contribute, except as would not reasonably be expected to result in material liability to it, and (vi) no event or condition described in Section 4(d) has occurred or exists, other than an event or condition with respect to which notice has been provided in accordance with Section 4(d). None of the assets of Guarantor or any of its Subsidiaries are “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. (l) The representations and warranties contained in Article III of the Series 2023-MSRVF1 Repurchase Agreement, insofar as the representations and warranties contained therein are related to Guarantor or its properties, are true and correct, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Series 2023-MSRVF1 Repurchase Agreement to which reference is made in such representations and warranties, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by reference as though specifically set forth in this Section 3.

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants to each Noteholder as follows: (a) Such Guarantor is a [corporation]/[limited liability company] corporation or real estate investment trust, as applicable, duly organized, validly organized and existing and in good standing under the laws of its jurisdiction the State of organization, and North Dakota. Such Guarantor is duly qualified as a foreign [corporation]/[limited liability company] or has been duly licensed, and is are authorized to do business and are in good standing standing, in each jurisdiction in which the ownership of their respective properties or the nature of their respective businesses makes such qualification is required by law, other than those jurisdictions as to or licensing necessary and in which the failure to be so qualified or in good standing licensed could not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect. . (b) Such Guarantor has all requisite corporate or trust, as the organizational case may be, power and authority to own or hold under lease the and operate their respective properties which it purports to own or hold under leaselease and to conduct its business as currently conducted and as currently proposed to be conducted. Such Guarantor has all requisite corporate or trust, to transact as the business it transacts and proposes to transactcase may be, and power to execute, deliver, deliver and perform its obligations under this Guaranty Agreement. (b) This Guaranty Guaranty, the Note Agreement and the other Transaction Documents to which it is a party. The execution, delivery and performance of this Guaranty, the Note Agreement and the other Transaction Documents has been duly authorized by all necessary [corporate]/[limited liability company] requisite corporate or trust, as the case may be, action on by such Guarantor which is a party hereto and thereto, and this Guaranty, the part Note Agreement and the other Transaction Documents have been duly executed and delivered by authorized officers of such Guarantor which is a party thereto and are valid obligations of each such Guarantor, legally binding upon and this Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor, enforceable against it such Guarantor in accordance with its their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The executionSuch Guarantor is not a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Guaranty, the Note Agreement or the other Transaction Documents, nor the offering, issuance and performance by such Guarantor sale of the Notes, nor fulfillment of nor compliance with the terms and provisions of this Guaranty Agreement and the consummation of the transactions contemplated herein other Transaction Documents to which it is a party will not (i) contraveneconflict with, or result in any a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien in respect upon any of any property the properties or assets of such Guarantor underpursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of such Guarantor, any indenture, mortgage, deed award of trust, loan agreement, purchase or credit agreement, lease, organizational documents, any arbitrator or any other agreement (including any agreement with stockholders, members or instrument to which such Guarantor is bound or by which such Guarantor or any of its respective properties may be bound or affected (other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrumentpartners), (ii) conflict with or result in a breach of any of the termsinstrument, conditions or provisions of any order, judgment, decree, or ruling of any courtstatute, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate any provision of any statute or other law, rule or regulation to which such Guarantor is subject. Such Guarantor is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any Governmental Authority applicable to such Guarantor, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Guarantor of the type to be evidenced by this Agreement except as set forth in the agreements listed in Schedule 8G attached to the Note Agreement. (d) No consentNeither the nature of such Guarantor, approval nor any of its respective businesses or authorization ofproperties, nor any relationship between any Guarantor or registrationany other Person, filing or declaration with, nor any Governmental Authority is required circumstance in connection with the execution, delivery or and performance by, or enforcement against, such Guarantor of this Guaranty Agreement is such as to require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or administrative or governmental body (other than (iroutine filings after the date of closing with the Securities and Exchange Commission and/or state Blue Sky authorities) in connection with the approval execution and delivery of this Guarantor or the other Transaction Documents to which such Guarantor is a party, or fulfillment of or compliance with the terms and provisions hereof, of the NMPRC, [which has been obtained prior to the date hereof], and (ii) any post-closing notice filings required pursuant to the NMPRC approvalother Transaction Documents. (e) Upon There are no actions, suits, investigations or proceedings pending or, to the knowledge of such Guarantor, threatened against or affecting such Guarantor, or property or rights of such Guarantor, by or before any court, arbitrator or governmental body which, individually or in the aggregate, could reasonably be expected to result in any Material Adverse Effect. (f) Such Guarantor and all of their respective properties and facilities have complied at all times and in all respects with all federal, state, local, foreign and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations, including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in paragraph 8Q of the Note Agreement, except, in any such case, where failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (g) Such Guarantor is not (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 2005, or (iii) a “public utility” within the meaning of the Federal Power Act, as amended. Such Guarantor is not subject to regulation as a “public utility” (or any analogous term) under any state or local law or subject to regulation under the ICC Termination Act of 1995, as amended. (h) The execution and delivery hereof, of this Guaranty and the other Transaction Documents to which such Guarantor is a party will be exempt from or will not involve any transaction which is subject to the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. (i) Such Guarantor is solvent, will be able has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the amount required to pay its debts as they maturebecome due and greater than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured. Such Guarantor does not intend to incur, or believe or should believe that it will incur, debts beyond its ability to pay such debts as they become due. Such Guarantor will not be rendered insolvent by the execution and delivery of, and will have capital sufficient performance of its obligations under, this Guaranty. Such Guarantor does not intend to carry on hinder, delay or defraud its businesscreditors by or through the execution and delivery of, or performance of its obligations under, this Guaranty.

Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants warrants, as to each Noteholder as followsitself on the date hereof and during the duration of this Guaranty, that: (a) Such Guarantor is a [corporation]/[limited liability company] duly organized, organized and is validly existing and as a limited liability company in good standing under the laws of its the jurisdiction of organization, its formation and is duly qualified as a foreign [corporation]/[limited liability company] and is in good standing in each other jurisdiction in which the transaction of its business makes such qualification is required by lawnecessary, other than those jurisdictions has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as to which the failure currently or as proposed to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectconducted. Such Guarantor has the authority under its organizational power documents and authority applicable law to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, enter into this Guaranty and to executeperform all acts contemplated hereby or in connection herewith. Guarantor duly authorized, deliverexecuted and delivered this Guaranty, and perform its obligations under this Guaranty Agreement. (b) This Guaranty Agreement has all requisite or other corporate action having been duly authorized by all necessary [corporate]/[limited liability company] action on the part of such Guarantortaken, and this Guaranty Agreement constitutes a legalis valid, valid binding and binding obligation of such Guarantor, enforceable against it such Guarantor in accordance with its terms, terms except as such enforceability enforcement may be limited affected by (i) applicable bankruptcy, insolvencyby other insolvency laws, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)creditor’s rights. (cb) The execution, delivery and performance by such Guarantor of this Guaranty Agreement and the consummation of the transactions contemplated herein hereby are within such Guarantor’s powers, have been duly authorized by all necessary action and do not constitute or will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its respective properties may be bound or affected (other than such breach or default as may have been waived or otherwise approved pursuant to such indenture, mortgage, deed of trust, loan agreement, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument), (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling the organizational documents of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate result in a breach of any legal restriction or result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any statute obligation under, any agreement, indenture, loan or credit agreement or other rule instrument to which such Guarantor or regulation any of its property is subject, or result in the violation of any Governmental Authority applicable law, rule, regulation, order, judgment or decree to which such Guarantor or its property is subject. (c) The execution and delivery of this Guaranty and the performance of Guarantor’s obligations hereunder do not require any consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority, court or other Person. (d) No consentThere is no action, approval proceeding or authorization ofinvestigation pending with respect to which Guarantor has received service of process or, to the best such Guarantor’s knowledge threatened or affecting it or any of its property against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Guaranty, (B) seeking to prevent the consummation of any of the transactions contemplated by this Guaranty, (C) making a claim individually or in the aggregate in an amount greater than 5% of such Guarantor’s Adjusted Tangible Net Worth, (D) which requires filing with the SEC in accordance with the 1934 Act or any rules thereunder, (E) which has resulted in the voluntary or involuntary suspension of a license, a cease and desist order, or registration, filing such other action as could adversely impact Seller’s or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance byGuarantors’ business, or enforcement against, such Guarantor of this Guaranty Agreement other than (iF) the approval of the NMPRC, [which has been obtained prior could be reasonably likely to the date hereof], and (ii) any post-closing notice filings required pursuant to the NMPRC approvalhave a Material Adverse Effect. (e) Upon This Guaranty has not been entered into fraudulently by any Guarantor with the execution intent to hinder, delay or defraud any creditor or any Buyer Party. (f) Each Guarantor is and delivery hereof, such Guarantor will be solvent, is and will be able to pay its debts as they maturemature and does not and will not have unreasonably small capital to engage in its business. Guarantor does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. (g) Each Guarantor is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and although there may be additional exclusions or exemptions available to a Guarantor, each Guarantor will rely on Section 3[(c)(5)]1 under the Investment Company Act for its exclusion from the definition of “investment company.” (h) Each Guarantor has independently reviewed the Series 2024-VF1 Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to any Buyer Party, such Guarantor is not in any manner relying upon the validity, enforceability, attachment or perfection of any Liens or security interests of any kind or nature granted by Seller or any other guarantor to any Buyer Party, now or at any time and from time to time in the future. (i) There are no facts or circumstances that, individually or in the aggregate, would reasonably be expected to have capital sufficient a Material Adverse Effect. (j) Each Guarantor has a direct or indirect and substantial economic interest in Seller and expects to carry on derive substantial benefits from the transactions of Seller under the Series 2024-VF1 Repurchase Agreement. Each Guarantor is entering into this Guaranty for legitimate business purposes and reasonably believes that its businessguaranty of the Guaranty Obligations and the Guaranty Expenses is in its best interests. (i) Except as could not reasonably be expected to result in a Material Adverse Effect, each Guarantor, its ERISA Affiliates, and each Plan are in compliance in all material respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal Revenue Code of 1986, as amended (the “Code”), (ii) no Reportable Event has occurred with respect to any Plan, (iii) no Plan is considered to be an “at-risk” plan within the meaning of Section 430 of the Code or Section 303 of ERISA, (iv) each Guarantor, its Subsidiaries and their respective ERISA Affiliates do not provide any material medical or health benefits to former employees other than as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law (collectively, “COBRA”), (v) each Guarantor and its Subsidiaries and their respective ERISA Affiliates have made all required contributions to each Plan, and to each Multiemployer Plan to which it is obligated to contribute, except as would not reasonably be expected to result in material liability to it, and (vi) no event or condition described in Section 4(d) has occurred or exists, other than an event or condition with respect to which notice has been provided in accordance with Section 4(d). None of the assets of any Guarantor or any of its Subsidiaries are “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. 1 To be confirmed. (l) The representations and warranties contained in Article III of the Series 2024-VF1 Repurchase Agreement, insofar as the representations and warranties contained therein are related to any Guarantor or its properties, are true and correct, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Series 2024-VF1 Repurchase Agreement to which reference is made in such representations and warranties, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by reference as though specifically set forth in this Section 3.