Common use of Guaranty Absolute and Unconditional Clause in Contracts

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and any of the Beneficiaries, on the other, shall likewise conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other guaranty or right of setoff with respect thereto at any time or from time to time held by any Beneficiary, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors against any Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors or any other guarantor of the Guaranteed Obligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor or any other Person under a guaranty of the Guaranteed Obligations or any right of setoff with respect thereto, and any failure by such Beneficiary to pursue such other rights or remedies or to collect any payments from any such other Guarantor or Person or to realize upon any such guaranty or to exercise any such right of setoff, or any release of any such other Guarantor or Person or any such guaranty or right of setoff, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each Guarantor The Borrower waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Guaranty or acceptance of the Guaranty under this Guaranty. The Note AgreementSection 9; the Subsidiary Borrower Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty under this GuarantySection 9; and all dealings between any Subsidiary Borrower and the Company or the GuarantorsBorrower, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon the Guaranty under this GuarantySection 9. Each Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Subsidiary Borrower or the Company, the other Guarantors, any other guarantor or itself Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. This The Guaranty under this Section 9 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note this Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Subsidiary Borrower against the Company Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Subsidiary Borrower or the Company or any other Guarantor or guarantorBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanySubsidiary Borrower for its Subsidiary Borrower Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsBorrower under the guaranty under this Section 9, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Borrower, the Administrative Agent and any of the Guarantors, any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor Subsidiary Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Subsidiary Borrower Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of Subsidiary Borrower or any such other Guarantor or Person or of any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent or any Lender against the Guarantorssuch Subsidiary Borrower. Without limiting the generality of the foregoing, The Guaranty under this Section 9 shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each Guarantor waives any rights of its terms upon the Borrower and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 its successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Subsidiary Borrower Obligations and the obligations of California law are the Borrower under the Guaranty under this Section 9 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement any way applicable to this Guaranty or the Guaranteed Subsidiary Borrower may be free from any Subsidiary Borrower Obligations.

Guaranty Absolute and Unconditional. Each Guarantor The Borrower waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Guaranty or acceptance of the Guaranty under this Guaranty. The Note AgreementSection 9, the NotesSubsidiary Borrower Obligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty under this Guaranty; Section 9 and all dealings between any Subsidiary Borrower and the Company or the GuarantorsBorrower, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon the Guaranty under this GuarantySection 9. Each Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Subsidiary Borrower or the Company, the other Guarantors, any other guarantor or itself Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. This The Guaranty under this Section 9 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note this Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Subsidiary Borrower against the Company Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Subsidiary Borrower or the Company or any other Guarantor or guarantorBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanySubsidiary Borrower for its Subsidiary Borrower Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsBorrower under the guaranty under this Section 9, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Borrower, the Administrative Agent and any of the Guarantors, any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor Subsidiary Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Subsidiary Borrower Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of Subsidiary Borrower or any such other Guarantor or Person or of any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent or any Lender against the Guarantorssuch Subsidiary Borrower. Without limiting the generality of the foregoing, The Guaranty under this Section 9 shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each Guarantor waives any rights of its terms upon the Borrower and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 its successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Subsidiary Borrower Obligations and the obligations of California law the Borrower under the Guaranty under this Section 9 shall have been satisfied by payment in full, all Letters of Credit are in cancelled, expired or Cash Collateralized, and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement any way applicable to this Guaranty or the Guaranteed Subsidiary Borrower may be free from any Subsidiary Borrower Obligations.

Guaranty Absolute and Unconditional. Each Guarantor Obligor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Borrower’s Obligations and notice of or proof of reliance by any Beneficiary Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty. The Note AgreementBorrower’s Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all . All dealings between the Company or the GuarantorsBorrower and any Obligor, on the one hand, and any of the BeneficiariesGuaranteed Creditor, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor Obligor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself Borrower with respect to the Guaranteed Borrower’s Obligations. This Each Obligor understands and agrees that this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsany Guaranteed Document, any of the Guaranteed Borrower’s Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryGuaranteed Creditor, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors Borrower against any BeneficiaryGuaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorObligor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for the Borrower’s Obligations, the other Guarantors or of any other guarantor of the Guaranteed ObligationsObligor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the GuarantorsObligor, any Beneficiary each Guaranteed Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor the Borrower or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Borrower’s Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary any Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of the Borrower or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors any Obligor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries any Guaranteed Creditor against the Guarantorsany Obligor. Without limiting the generality of the foregoing, This Guaranty shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, of its terms upon each Guarantor waives any rights Obligor and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 the successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale priceassigns thereof, and (2) shall inure to the Beneficiaries may collect from such Guarantor even if benefit of each Guaranteed Creditor, and their respective successors, indorsees, transferees and assigns, until all the Collateral Agent, by foreclosing on Borrower’s Obligations and the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver obligations of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, Obligor under this Guaranty shall be governed byhave been satisfied by payment in full in cash (or, and construed in the case of any LC Exposure, cash collateralized in accordance with, the laws with Section 2.05(j) of the State of New York. The foregoing is included solely out of an abundance of caution, Credit Agreement) and the total Commitments shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsterminated.

Guaranty Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Secured Obligations and upon notice of or proof of reliance by any Beneficiary the Purchasers upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the NotesSecured Obligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, such Secured Obligations shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company or Borrower and any of the Guarantors, on the one hand, and any of the BeneficiariesPurchasers, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Borrower or any of the other Guarantors, any other guarantor or itself Guarantors with respect to the Guaranteed Secured Obligations. This Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Purchase Agreement, the Notes, the Notes or any other Transaction DocumentsDocument, any of the Guaranteed Secured Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Purchasers, (bii) any defense, setoff set-off or counterclaim (other than a defense of indefeasible payment or performance) which may at any time be available to or be asserted by the Company or any one or more of Borrower against the other Guarantors against any BeneficiaryPurchasers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorsuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for the Secured Obligations, the other Guarantors or any other guarantor of the Guaranteed Obligationssuch Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, any Beneficiary Purchasers may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against any other Guarantor the Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Secured Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Purchasers to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of the Borrower or any such other Guarantor or Person or any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against such Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Purchasers and their respective successors, indorsees, transferees and assigns until all the Secured Obligations and the obligations of each Guarantor under this Guaranty shall have been indefeasibly satisfied by payment in full in immediately available funds. (b) Without limiting the generality of any other waiver contained herein, each Guarantor waives any right to require the Purchasers to: (i) proceed against any other Guarantor or any other Person; (ii) proceed against or exhaust any collateral, including, without limitation, any collateral secured by any of the Security Agreements; or (iii) pursue any other right or remedy for such Guarantor’s benefit. Each Guarantor agrees that the Purchasers may proceed against such Guarantor with respect to the Secured Obligations without taking any actions against any other Guarantor or any other Person and without proceeding against or exhausting any collateral. Each Guarantor agrees that each of the Beneficiaries Purchasers may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against any other Guarantor without impairing the GuarantorsPurchasers’ rights and remedies in enforcing this Guaranty, under which such Guarantor’s liabilities shall remain independent and unconditional. Each Guarantor agrees and acknowledges that the Purchasers’ exercise of certain of such rights or remedies may affect or eliminate such Guarantor’s right of subrogation or recovery against any other Guarantor and that such Guarantor may incur a partially or totally nonreimbursable liability in performing under this Guaranty. Without limiting the generality of the foregoing, to the fullest extent permitted by lawany other waivers in this Guaranty, each Guarantor expressly waives any rights statutory or other right that such Guarantor might otherwise have to: (A) limit such Guarantor’s liability after a nonjudicial foreclosure sale to the difference between the Secured Obligations and defenses which are the fair market value of the property or interests sold at such nonjudicial foreclosure sale or to any other extent; (B) otherwise limit the Purchasers’ right to recover a deficiency judgment after any foreclosure sale; or (C) require the Purchasers to exhaust its collateral before the Purchasers may become available obtain a personal judgment for any deficiency. Any proceeds of a foreclosure or similar sale may be applied first to any obligations of the Guarantors that do not also constitute Secured Obligations. Each Guarantor acknowledges and agrees that any nonrecourse or exculpation provided for in any Transaction Document or elsewhere, or any other provision of a Transaction Document or any other agreement limiting the Purchasers’ recourse to specific collateral or limiting the Purchasers’ right to enforce a deficiency judgment against any other Guarantor, shall have absolutely no application to such Guarantor Guarantor’s liability under this Guaranty. To the extent that the Purchasers collect or receive any sums or payments from a particular Guarantor, the Purchasers shall have the right, but not the obligation, to apply such amounts first to that portion of any Guarantor’s indebtedness and obligations to the Purchasers that are not covered by reason this Guaranty, regardless of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code the manner in which any such payments and/or amounts are characterized by the person making payment. (c) Without limiting the generality of Civil Procedure §§580a, 580b, 580d and 726. Accordinglyany other waiver contained herein, each Guarantor waives all rights and defenses that such Guarantor may have because the Companyany other Guarantor’s debt is obligations may be secured by real property. This means, among other things: , that (A1) the Beneficiaries Purchasers may collect from such Guarantor without first foreclosing on any real or personal property Collateral collateral pledged by the Company; any other Guarantor, and (B2) if the Collateral Agent forecloses Purchasers foreclose on any real property Collateral collateral pledged by the Company: any Guarantor, (1A) the amount of the debt Secured Obligations may be reduced only by that portion of the price for which that Collateral collateral is sold at the a foreclosure sale, even if the Collateral collateral is worth more than the sale price, and (2B) the Beneficiaries Purchasers may collect from such Guarantor even if the Collateral AgentPurchasers, by foreclosing on the real property Collateralcollateral, has have destroyed any right such Guarantor may have to collect from the Companyany other Guarantor. This paragraph (c) is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Companyany other Guarantor’s debt is obligations are secured by real property. These . (d) Without limiting the generality of any other waiver contained herein, each Guarantor waives all rights and defenses includearising out of an election of remedies by the Purchasers, but are not limited toeven though that election of remedies, such as a nonjudicial foreclosure with respect to security for any obligation has destroyed such Guarantor’s rights of subrogation and reimbursement against any other Guarantor by operation of applicable law or otherwise. (e) Without limiting the generality of the foregoing, each Guarantor expressly and irrevocably waives, to the fullest extent permitted by applicable law, any and all rights and defenses including, without limitation, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each indemnification and contribution which might otherwise be available to such Guarantor waives any right or defense it may have at under applicable law or equityotherwise; provided, including California Code of Civil Procedure §580ahowever, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, that nothing in this Guaranty Section 6(e) shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty modify or the Guaranteed Obligationsotherwise affect any Guarantor’s rights under Section 4 hereof.

Guaranty Absolute and Unconditional. Each Guarantor hereby waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary the Holders upon the guaranty contained in this Guaranty Section 2 or acceptance of the guaranty contained in this Guaranty. The Note AgreementSection 2; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty contained in this GuarantySection 2; and all dealings between the Company or and the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesHolders, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon the guaranty contained in this GuarantySection 2. Each Guarantor waives hereby waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Company or the other Guarantors, any other guarantor or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty Guarantor understands and agrees that the guaranty contained in this Section 2 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty Guaranty of payment, payment and performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability of the Note Purchase Agreement, the Notes, Notes or any of the other Transaction DocumentsAgreements, any of the Guaranteed Obligations or any other guaranty or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Holders, (b) any defense, setoff set-off or counterclaim (other than a defense of actual payment or performanceand performance of all Obligations) which may at any time be available to or be asserted by the Company or any one or more of other Person against the other Guarantors against any BeneficiaryHolders, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyCompany for the Obligations, or of Guarantor under the other Guarantors or any other guarantor of the Guaranteed Obligationsguaranty contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, any Beneficiary Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against any other Guarantor the Company or any other Person under a or against any other guaranty of for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by the Holders to make any such Beneficiary demand, to pursue such other rights or remedies or to collect any payments from the Company or any such other Guarantor or Person or to realize upon any such other guaranty or to exercise any such right of setoffoffset, or any release of the Company or any such other Guarantor or Person or any such other guaranty or right of setoffoffset, shall not relieve the Guarantors Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Holders against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed ObligationsGuarantor.

Guaranty Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company or Borrower and the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Borrower or the other Guarantors, any other guarantor or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note Interim Term Loan Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by they Borrower against the Company Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for its Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any of the Guarantors, any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor the Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of the Borrower or any such other Guarantor or Person or of any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent or any Lender against the GuarantorsBorrower. Without limiting the generality of the foregoing, This Guaranty shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each of its terms upon the Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 its successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until the occurrence of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsa Termination Event.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary the Purchaser upon the Guaranty contained in this Guaranty Section 2 or acceptance of the Guaranty contained in this Guaranty. The Note AgreementSection 2; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty contained in this GuarantySection 2; and all dealings between the Company or Borrower and any of the Guarantors, on the one hand, and any of the BeneficiariesPurchaser, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon the Guaranty contained in this GuarantySection 2. Each Guarantor waives waives, to the extent permitted by law, any diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Borrower or any of the other Guarantors, any other guarantor or itself Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that the Guaranty contained in this Section 2 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty Guaranty of payment, payment and performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the Purchase Agreement or any other Transaction DocumentsDocument, any of the Guaranteed Obligations or any other guaranty collateral security therefor or Guaranty or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Purchaser, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance or fraud by Purchaser) which may at any time be available to or be asserted by the Company Borrower or any one or more of other Person against the other Guarantors against any BeneficiaryPurchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorsuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for the Obligations, or of such Guarantor under the other Guarantors or any other guarantor of the Guaranteed ObligationsGuaranty contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, any Beneficiary Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Borrower, any other Guarantor or any other Person under a guaranty of or against any collateral security or Guaranty for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by the Purchaser to make any such Beneficiary demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such other Guarantor or any other Person or to realize upon any such guaranty collateral security or Guaranty or to exercise any such right of setoffoffset, or any release of the Borrower, any such other Guarantor or any other Person or any such guaranty collateral security, Guaranty or right of setoffoffset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Purchaser against any Guarantor. For the Guarantors. Without limiting purposes hereof, “demand” shall include the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights commencement and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver continuance of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationslegal proceedings.

Guaranty Absolute and Unconditional. Each Guarantor waives any Subject to the limits set forth in Section 2.1, this Guaranty is an absolute, unconditional, present and all notice continuing guaranty of payment and performance of the creationGuarantor Obligations and not of collection and is in no way conditioned or contingent upon any attempt to enforce Lender’s rights against Borrower or to collect from the Borrower or upon any other condition or contingency; accordingly, renewalLender shall have the right to proceed against Guarantor to the extent of this Guaranty immediately upon any Event of Default and expiration of any applicable cure or grace period (as defined in the Loan Agreement) under any mortgages securing the Loan (collectively, extension, amendment, modification the “Mortgage”) or accrual of any of the Guaranteed Obligations and notice of Loan Documents without taking any prior action or proof of reliance by any Beneficiary upon this Guaranty proceeding to enforce the Loan Documents or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them shall conclusively be deemed to have been created, contracted or for the liquidation or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and foreclosure of any of the Beneficiaries, on the other, shall likewise conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other guaranty or right of setoff with respect thereto security Lender may at any time hold pursuant thereto. Unless and until the Loan are paid in full, Guarantor hereby waives and releases any claim (within the meaning of 11 U.S.C. § 101) which Guarantor may have against Borrower arising from a payment made by Guarantor under this Guaranty and agrees not to assert or take advantage of any subrogation rights of Guarantor or any right of Guarantor to proceed against Borrower for reimbursement unless and until the Loan are paid in full. It is expressly understood that the waivers and agreements of Guarantor constitute additional and cumulative benefits given to Lender for its security and as an inducement for its extension of the Loan to Borrower. After an Event of Default and expiration of any applicable cure or grace period, Lender may at any time and from time to time held by take any Beneficiary, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors against any Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors or any other guarantor of the Guaranteed Obligations, in bankruptcy or in any other instance. When pursuing its and/or all actions and enforce all rights and remedies hereunder against any of the Guarantors, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor or any other Person under a guaranty of the Guaranteed Obligations or any right of setoff with respect thereto, and any failure by such Beneficiary to pursue such other rights or remedies or to collect any payments from any such other Guarantor or Person or to realize upon any such guaranty or to exercise any such right of setoff, or any release of any such other Guarantor or Person or any such guaranty or right of setoff, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real it hereunder or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have under applicable law to collect from the Company. This is an unconditional Guarantor any amounts then due and irrevocable waiver of any rights and defenses any payable hereunder by G▇▇▇▇▇▇▇▇ and/or to cause Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includeto fulfill his, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d her or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsits obligations hereunder.

Guaranty Absolute and Unconditional. Each The Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Transfer Agreement and the Operative Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of any Beneficiary with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations or any other obligations of any other party, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether the Transferee or any other party is joined in any such action or actions. The Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company Transferee or the Guarantors, on the one hand, Guarantor and any of the Beneficiaries, on the other, Beneficiary shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each The Guarantor waives waives, to the fullest extent permitted by applicable law, diligence, presentment, promptness, protest, mitigation of damages by the Beneficiaries demand for payment and notice of default or nonpayment to or upon the Company, Transferee or the other Guarantors, any other guarantor or itself Guarantor with respect to the Guaranteed Obligations. This The Guarantor further waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future. The Guarantor understands and agrees that, to the fullest extent permitted by applicable law, this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, payment and performance and compliance when due (and not merely of collectioncollectibility) and is a primary obligation of each Guarantor without regard to to: (a) the validity validity, regularity or enforceability of the Note Transfer Agreement, the Notesany Operative Agreement, the other Transaction Documents, or any of the Guaranteed Obligations or any other guaranty or right of setoff with respect thereto at any time or from time to time held by any Beneficiary, ; (b) any defense, setoff set-off, rebate, adjustment, withholding, deduction or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company Transferee against any Beneficiary or any one agreement or more instrument relating thereto or; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations or any other Guarantors against obligations of any Beneficiaryother party under the Transfer Agreement, the Operative Agreements, or any other amendment or waiver of or any consent to departure from the Transfer Agreement or other Operative Agreements; (cd) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; (e) any change, restructuring or termination of the corporate structure or existence of the Guarantor or the Transferee or any of the Affiliates of either; (f) any defect in the title, condition, design, operation or fitness of, or any interference with the operation, use or possession of, the Aircraft; (g) any failure to establish, perfect or preserve title to or any security interest in or to the Aircraft or any other collateral security for the Obligations; or (h) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor existence of or guarantor) which constitutesreliance on any representation by any Beneficiary that might otherwise constitute a defense available to, or might be construed to constitute, an equitable or legal a discharge of the Companyof, the other Guarantors Guarantor or any other guarantor of the Guaranteed Obligations, in bankruptcy or in any other instancesurety. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor or any other Person under a guaranty of the Guaranteed Obligations or any right of setoff with respect theretoTransferee for the Obligations, and any failure by such any Beneficiary to pursue such other rights or remedies or to collect any payments from any such other Guarantor or Person or to realize upon any such guaranty or to exercise any such right of setoffthe Transferee, or any release of any such other Guarantor or Person or any such guaranty or right of setoffthe Transferee, shall not not, to the fullest extent permitted by applicable law, relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each any Beneficiary against the Guarantor. This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (x) the date that all of the Beneficiaries against Obligations are satisfied by payment and performance in full and (y) the Guarantors. Without limiting the generality date that all right, title and interest of the foregoing, Transferee shall have been transferred to a Person meeting the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason requirements of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (ASection 7.03(d) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which Participation Agreement in accordance with said section; provided that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, remain in full force and construed in accordance with, effect with respect to obligations relating to the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed period prior to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationssuch transfer.

Guaranty Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Borrower’s Obligations and notice of or proof of reliance by the Agent or any Beneficiary Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the NotesBorrower’s Obligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all . All dealings between the Company or Borrower and the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesAgent and the Guaranteed Creditors, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself Borrower with respect to the Guaranteed Borrower’s Obligations. This The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity validity, regularity or enforceability of the Note Credit Agreement, the Notes, the any Note or any other Transaction DocumentsLoan Document, any of the Guaranteed Borrower’s Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by the Agent or any BeneficiaryGuaranteed Creditor, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower against the Agent or any one or more of the other Guarantors against any BeneficiaryGuaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for the Borrower’s Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Agent and any of the Guarantors, any Beneficiary Guaranteed Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor the Borrower or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Borrower’s Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Agent or any Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of the Borrower or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each the Agent and the Guaranteed Creditors against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Beneficiaries against Agent and the Guarantors. Without limiting Guaranteed Creditors, and their respective successors, indorsees, transferees and assigns, until all the generality Borrower’s Obligations and the obligations of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, under this Guaranty shall be governed byhave been satisfied by payment in full, and construed in accordance with, notwithstanding that from time to time during the laws term of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not Credit Agreement no amounts may be construed to mean that any of outstanding under the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed ObligationsCredit Agreement.

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Buyer upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company Seller or the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesBuyer, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor Seller or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other any Transaction DocumentsDocument, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryBuyer, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any Beneficiary, Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Company, the other Guarantors Obligations or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When pursuing its rights and remedies hereunder under this Guaranty against any of the GuarantorsGuarantor, any Beneficiary Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of any Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunderunder this Guaranty, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns, and shall inure to the benefit of Buyer, and its successors and assigns, until all the Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Beneficiaries against the Guarantors. Transaction Documents Seller may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by law, each Buyer as follows: (i) Guarantor hereby unconditionally and irrevocably waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of California Civil Code §§2787 through 2855remedies by Buyer which in any manner impairs, 2899 and 3433 and California Code affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, or any other guarantor for reimbursement or contribution, and/or any other rights of Civil Procedure §§580aGuarantor to proceed against Seller or against any other guarantor, 580b, 580d and 726. Accordingly, each or against any other person or security. (ii) Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about Seller’s financial condition, the status of other guarantors, if any, of circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based other guarantor. (iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon §§580a, 580b, 580d or 726 any other Person’s determination of the California Code validity, and/or enforceability, and/or attachment, and/or perfection of Civil Procedure. Furtherany liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, each Guarantor waives now or at any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, time and from time to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed time in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon the guarantee contained in this Guaranty Section 2 or acceptance of the guarantee contained in this Guaranty. The Note AgreementSection 2; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuarantySection 2; and all dealings between the Company or Borrower, any Designated Subsidiary Borrower and any of the Guarantors, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon the guarantee contained in this GuarantySection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other GuarantorsBorrower, any other guarantor Designated Subsidiary Borrower or itself any of the Guarantors with respect to the Guaranteed Obligations. This Guaranty Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the Credit Agreement or any other Transaction DocumentsLoan Document, any of the Guaranteed Obligations or any other guaranty guarantee or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower, any Designated Subsidiary Borrower or any one other Person against the Administrative Agent or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower, any Designated Subsidiary Borrower or any other Guarantor or guarantorsuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower and any Designated Subsidiary Borrower for the Obligations, or of such Guarantor under the other Guarantors or any other guarantor of the Guaranteed Obligationsguarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, Administrative Agent or any Beneficiary Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower and any Designated Subsidiary Borrower, any other Guarantor or any other Person under a guaranty of or against guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such Beneficiary demand, to pursue such other rights or remedies or to collect any payments from the Borrower and any such Designated Subsidiary Borrower, any other Guarantor or any other Person or to realize upon any such guaranty guarantee or to exercise any such right of setoffoffset, or any release of the Borrower and any such Designated Subsidiary Borrower, any other Guarantor or any other Person or any such guaranty guarantee or right of setoffoffset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent or any Lender against any Guarantor. For the Guarantors. Without limiting purposes hereof “demand” shall include the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights commencement and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver continuance of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationslegal proceedings.

Guaranty Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company Borrower or any Subsidiary Borrower and the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other GuarantorsBorrower, any other guarantor Subsidiary Borrower or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note Credit Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company they Borrower or any one Subsidiary Borrower against the Administrative Agent or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower, such Subsidiary Borrower or any other Guarantor or guarantorthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower or such Subsidiary Borrower for its Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any of the Guarantors, any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower, any other Guarantor Subsidiary Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of the Borrower, such Subsidiary Borrower or any such other Guarantor or Person or of any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent or any Lender against the GuarantorsBorrower or such Subsidiary Borrower. Without limiting the generality of the foregoing, This Guaranty shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each of its terms upon the Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 its successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until the occurrence of California law are in a Termination Event, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and Subsidiary Borrowers may be free from any way applicable to this Guaranty or the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each The Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Operative Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of any Beneficiary with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations or any other obligations of any other party, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether the Owner Participant or any other party is joined in any such action or actions. The Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company Owner Participant or the Guarantors, on the one hand, Guarantor and any of the Beneficiaries, on the other, Beneficiary shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each The Guarantor waives waives, to the fullest extent permitted by applicable law, diligence, presentment, promptness, protest, mitigation of damages by the Beneficiaries demand for payment and notice of default or nonpayment to or upon the Company, Owner Participant or the other Guarantors, any other guarantor or itself Guarantor with respect to the Guaranteed Obligations. This The Guarantor further waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future. The Guarantor understands and agrees that, to the fullest extent permitted by applicable law, this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, payment and performance and compliance when due (and not merely of collectioncollectibility) and is a primary obligation of each Guarantor without regard to to: (a) the validity validity, regularity or enforceability of the Note any Operative Agreement, the Notes, the other Transaction Documents, or any of the Guaranteed Obligations or any other guaranty or right of setoff with respect thereto at any time or from time to time held by any Beneficiary, ; (b) any defense, setoff set-off, rebate, adjustment, withholding, deduction or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company Owner Participant against any Beneficiary or any one agreement or more instrument relating thereto or; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations or any other Guarantors against obligations of any Beneficiaryother party under the Operative Agreements, or any other amendment or waiver of or any consent to departure from the other Operative Agreements; (cd) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; (e) any change, restructuring or termination of the corporate structure or existence of the Guarantor or the Owner Participant or any of the Affiliates of either; (f) any defect in the title, condition, design, operation or fitness of, or any interference with the operation, use or possession of, the Aircraft; (g) any failure to establish, perfect or preserve title to or any security interest in or to the Aircraft or any other collateral security for the Obligations; or (h) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor existence of or guarantor) which constitutesreliance on any representation by any Beneficiary that might otherwise constitute a defense available to, or might be construed to constitute, an equitable or legal a discharge of the Companyof, the other Guarantors Guarantor or any other guarantor of the Guaranteed Obligations, in bankruptcy or in any other instancesurety. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor or any other Person under a guaranty of the Guaranteed Obligations or any right of setoff with respect theretoOwner Participant for the Obligations, and any failure by such any Beneficiary to pursue such other rights or remedies or to collect any payments from any such other Guarantor or Person or to realize upon any such guaranty or to exercise any such right of setoffthe Owner Participant, or any release of any such other Guarantor or Person or any such guaranty or right of setoffthe Owner Participant, shall not not, to the fullest extent permitted by applicable law, relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each any Beneficiary against the Guarantor. This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (x) the date that all of the Beneficiaries against Obligations are satisfied by payment and performance in full and (y) the Guarantors. Without limiting the generality date that all right, title and interest of the foregoing, Owner Participant shall have been transferred to a Person meeting the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason requirements of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (ASection 7.03(d) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which Participation Agreement in accordance with said section; provided that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, remain in full force and construed in accordance with, effect with respect to obligations relating to the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed period prior to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationssuch transfer.

Guaranty Absolute and Unconditional. Each The Guarantor agrees that its Guaranteed Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and the Guarantor hereby irrevocably waives any and all notice defenses to enforcement it may have (now or in the future) by reason of: (a) Any illegality, invalidity or unenforceability of any Guaranteed Obligation, the Credit Agreement, any other Loan Document or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the creationGuaranteed Obligations. (b) Any change in the time, renewalplace or manner of payment or performance of, extensionor in any other term of the Guaranteed Obligations, or any rescission, waiver, release, assignment, amendment or other modification of the Credit Agreement or any other Loan Document. (c) Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or accrual non-perfection of any collateral or any other guaranty for the Guaranteed Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Guaranteed Obligations and notice Obligations. (d) Any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations. (e) Any change, restructuring or proof termination of reliance by the corporate structure, ownership or existence of the Guarantor or any Beneficiary upon this Guaranty insolvency, bankruptcy, reorganization or acceptance other similar proceeding affecting the Borrower, any Trust or any assets thereof or any resulting restructuring, release or discharge of this Guaranty. The Note Agreementany Guaranteed Obligations. (f) Any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower now or hereafter known to the Lender, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of Guarantor waiving any of them shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and any duty of the Beneficiaries, on the other, shall likewise conclusively be presumed Lender to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice disclose such information. (g) The failure of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself third party to execute or deliver this Guaranty or any other guaranty or agreement, or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing. (h) Any delay or failure of or forbearance by the Lender in asserting any claim or demand or in exercising or enforcing any right or remedy, irrevocablewhether by action, absolute and unconditional guaranty of paymentinaction or omission, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) under the validity or enforceability of the Note Credit Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other guaranty Loan Document or right otherwise. (i) The existence of setoff with respect thereto at any time claim, set-off, counterclaim, recoupment or from time to time held by any Beneficiary, (b) any defense, setoff other rights that the Guarantor or counterclaim the Borrower may have against the Lender (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors against any Beneficiary, or (c) any other circumstance whatsoever (whether in connection with or without notice to or knowledge of the Company or any other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors or any other guarantor of the Guaranteed Obligations, in bankruptcy or in the Credit Agreement, any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor Loan Document or any other Person under a guaranty transaction. (j) Any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering the Credit Agreement or any other Loan Document or any existence of or reliance on any representation by the Lender that might vary the risk of the Guaranteed Obligations or any right of setoff with respect thereto, and any failure by such Beneficiary to pursue such other rights or remedies or to collect any payments from any such other Guarantor or Person or to realize upon any such guaranty or to exercise any such right of setoffotherwise operate as a defense available to, or any release of any such other Guarantor a legal or Person or any such guaranty or right of setoff, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance withequitable discharge of, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed ObligationsGuarantor.

Guaranty Absolute and Unconditional. Each Guarantor The Borrower waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Guaranty or acceptance of the Guaranty under this Guaranty. The Note AgreementSection 9, the NotesSubsidiary Borrower Obligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty under this Guaranty; Section 9 and all dealings between any Subsidiary Borrower and the Company or the GuarantorsBorrower, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon the Guaranty under this GuarantySection 9. Each Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Subsidiary Borrower or the Company, the other Guarantors, any other guarantor or itself Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. This The Guaranty under this Section 9 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note this Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Subsidiary Borrower against the Company Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Subsidiary Borrower or the Company or any other Guarantor or guarantorBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanySubsidiary Borrower for its Subsidiary Borrower Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsBorrower under the guaranty under this Section 9, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Borrower, the Administrative Agent and any of the Guarantors, any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor Subsidiary Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Subsidiary Borrower Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of Subsidiary Borrower or any such other Guarantor or Person or of any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent or any Lender against the Guarantorssuch Subsidiary Borrower. Without limiting the generality of the foregoing, The Guaranty under this Section 9 shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each Guarantor waives any rights of its terms upon the Borrower and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 its successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Subsidiary Borrower Obligations and the obligations of California law are the Borrower under the Guaranty under this Section 9 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement any way applicable to this Guaranty or the Guaranteed Subsidiary Borrower may be free from any Subsidiary Borrower Obligations.

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Buyer upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and ; the Guaranteed Obligations in respect of Obligations, and any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company Seller or the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesBuyer, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor Seller or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsany Program Document, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryBuyer, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any Beneficiary, Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors or any other guarantor of Seller for the Guaranteed ObligationsObligations or of Guarantor under this Guaranty, in bankruptcy or in any other instance, other than a defense of payment or performance. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guaranty shall have been terminated, discharged or satisfied by payment in full, notwithstanding that from time to time during the term of the Beneficiaries against Program Documents Seller may be free from any obligations under the Guarantors. Repurchase Agreement. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by law, each Buyer as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of California Civil Code §§2787 through 2855remedies by Buyer which in any manner impairs, 2899 and 3433 and California Code affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, or any other guarantor for reimbursement or contribution, and/or any other rights of Civil Procedure §§580aGuarantor to proceed against Seller or against any other guarantor, 580b, 580d and 726. Accordingly, each or against any other Person or security. (ii) Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about Seller’s financial condition, the status of other guarantors, if any, of circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based other guarantor. (iii) Guarantor has independently reviewed the Program Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon §§580a, 580b, 580d or 726 any other Person’s determination of the California Code validity, and/or enforceability, and/or attachment, and/or perfection of Civil Procedure. Furtherany liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, each Guarantor waives now or at any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, time and from time to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed time in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each Guarantor The U.S. Borrower waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Designated Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Guaranty or acceptance of the guarantee under this Guaranty. The Note AgreementSection 10; the Designated Foreign Subsidiary Borrower Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guarantee under this GuarantySection 10; and all dealings between the Company Designated Foreign Subsidiary Borrowers or the GuarantorsU.S. Borrower, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon the guarantee under this GuarantySection 10. Each Guarantor The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Designated Foreign Subsidiary Borrowers or the other Guarantors, any other guarantor or itself U.S. Borrower with respect to the Guaranteed Designated Foreign Subsidiary Borrower Obligations. This Guaranty The guarantee under this Section 10 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note this Agreement, the Notes, the or any other Transaction DocumentsLoan Document, any of the Guaranteed Designated Foreign Subsidiary Borrower Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Designated Foreign Subsidiary Borrowers against the Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Designated Foreign Subsidiary Borrowers or any other Guarantor or guarantorthe U.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyDesignated Foreign Subsidiary Borrowers for the Designated Foreign Subsidiary Borrower Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsU.S. Borrower under the guarantee under this Section 10, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the U.S. Borrower, the Administrative Agent and any of the Guarantors, any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor the Designated Foreign Subsidiary Borrowers or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Designated Foreign Subsidiary Borrower Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Designated Foreign Subsidiary Borrowers or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of the Designated Foreign Subsidiary Borrowers or any such other Guarantor or Person or of any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors U.S. Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent or any Lender against the GuarantorsU.S. Borrower. Without limiting the generality of the foregoing, The guarantee under this Section 10 shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each Guarantor waives any rights of its terms upon the U.S. Borrower and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 its successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Designated Foreign Subsidiary Borrower Obligations and the obligations of California law are the U.S. Borrower under the guarantee under this Section 10 shall have been satisfied by payment in full and the Commitments shall have been terminated, notwithstanding that from time to time during the term of this Agreement the Designated Foreign Subsidiary Borrowers may be free from any way applicable to this Guaranty or the Guaranteed Designated Foreign Subsidiary Borrower Obligations.

Guaranty Absolute and Unconditional. Each The obligations of the Guarantor waives any under this Guaranty shall be absolute and unconditional and shall remain in full force and effect until the entire principal of, premium, if any, and interest on the Series 2014 Bonds shall have been paid or funds sufficient for such payment shall have been deposited with the Trustee in trust for such purpose and all notice amounts payable by the Issuer in connection with the Series 2014 Bonds shall have been paid in full. The Guarantor's obligations hereunder shall not be affected, modified or impaired upon the happening from time to time of any event, including, without limitation, any of the creationfollowing, renewalwhether or not with notice to, extensionor the consent of, amendmentthe Guarantor: (a) the compromise, modification settlement, release or accrual termination of any or all of the obligations, covenants or agreements of the Issuer under the Indenture or the Lease Agreement or of the Guarantor under the Lease Agreement or the Accounts Agreement or under any of the Security Documents given as security by the Guarantor to the Issuer or the Trustee for the payment of the Series 2014 Bonds or the performance of the Guarantor’s obligations under the Lease Agreement, the Accounts Agreement, any of the other Bond Documents or hereunder; or (b) the waiver of the payment, performance or observance (i) by the Issuer of any of the Guaranteed Obligations and notice obligations, covenants or agreements contained in the Indenture or the Lease Agreement, (ii) by the Guarantor of any of the obligations, covenants or proof agreements contained in the Lease Agreement, the Accounts Agreement or any of reliance the other Bond Documents, or (iii) by the Guarantor of any Beneficiary upon of the obligations, covenants or agreements of the Guarantor contained in this Guaranty; or (i) the extension of the time for payment of any principal of, premium, if any, or interest on the Series 2014 Bonds or of any amounts due under the Indenture, the Lease Agreement, the Accounts Agreement, this Guaranty or acceptance any of this Guaranty. The Note the other Bond Documents, or (ii) the extension of time for performance of any other obligations, covenants or agreements under or arising out of the Indenture, the Lease Agreement, the NotesAccounts Agreement, this Guaranty or any of the other Bond Documents, whether or not with notice to the Guarantor; or (d) the modification or amendment of any obligation, covenant or agreement set forth in the Indenture, the Lease Agreement, the Accounts Agreement, this Guaranty or any of the Bond Documents; or (e) the taking or the omission of any of the actions referred to in the Indenture, the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Transaction Bond Documents or the performance of the Guarantor’s obligations under the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents or the impairment or non-perfection of any collateral or security for the Series 2014 Bonds and other amounts payable by the Guaranteed Obligations Guarantor; or (f) any failure, omission, delay or lack on the part of the Issuer or the Trustee to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Trustee in the Indenture, the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents or to enforce the performance of the Guarantor’s obligations under the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents, or any failure, omission or delay on the part of the Issuer or the Trustee with respect to performance under the Indenture, the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents; or (g) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or re-adjustment of, or other similar proceedings affecting the Guarantor or the Issuer or any of the assets of the Guarantor or the Issuer or any allegation or contest of the validity of the Indenture, Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents or the performance of the Guarantor’s obligations under the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents in any such proceeding; or (h) the release or discharge of the Guarantor or the Issuer from the performance or observance of any obligation, covenant or agreement contained in the Indenture, the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents, whether by operation of law or otherwise or the invalidity, unenforceability, assignment or termination of any of the foregoing; or (i) the default or failure of the Guarantor to fully perform any of its obligations set forth in this Guaranty; or (j) the invalidity of the Indenture, the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents; or (k) the destruction, non-use or non-availability of the Project; or (l) any invalidity or irregularity in any statutory or other proceedings relating to (i) to the formation or existence of the Issuer, (ii) the issuance of the Series 2014 Bonds or (iii) the execution and delivery of the Indenture, the Lease Agreement, the Accounts Agreement, this Guaranty or any of the other Bond Documents; or (m) any waiver, consent, extension, indulgence or other action or inaction in respect of any of them shall conclusively be deemed to have been createdthe Series 2014 Bonds, contracted for the Indenture, the Lease Agreement, this Guaranty or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and any of the Beneficiariesother Bond Documents, on including any modification, amendment and/or supplement to the other, shall likewise conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Companyforegoing, the other Guarantorsrenewal or extension of the Series 2014 Bonds, the release of any other guarantor or itself with respect property subject to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute lien and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability security interest of the Note AgreementIndenture, the Notes, the other Transaction Documents, Accounts Agreement or any of the Guaranteed Obligations other Bond Documents, or any other guaranty or right of setoff with respect thereto at any time or from time to time held by any Beneficiary, similar act; or (bn) any defense, setoff claim whatsoever against the Issuer or counterclaim the Trustee; or (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors against any Beneficiary, or (co) any other circumstance whatsoever (with similar or without notice dissimilar matter that might be raised in avoidance of, or in defense against, an action to or knowledge enforce the obligations of the Company or any other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of under the Company, the other Guarantors or any other guarantor of the Guaranteed Obligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor or any other Person under a guaranty of the Guaranteed Obligations or any right of setoff with respect thereto, and any failure by such Beneficiary to pursue such other rights or remedies or to collect any payments from any such other Guarantor or Person or to realize upon any such guaranty or to exercise any such right of setoff, or any release of any such other Guarantor or Person or any such guaranty or right of setoff, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationshereof.

Guaranty Absolute and Unconditional. Each The Guarantor waives ----------------------------------- any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any the Beneficiary upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and ; the Guaranteed Obligations in respect of Obligations, and any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company or Lessor and the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesBeneficiary, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Lessor or the other Guarantors, any other guarantor or itself Guarantor with respect to the Guaranteed Obligations. This The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty and surety of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the Loan Agreements or any other Transaction DocumentsOperative Document, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiary, the Beneficiary (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Lessor or any one or more of the other Guarantors Guarantor against any the Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Lessor or any other Guarantor or guarantorthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors or any other guarantor of Lessor for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any the Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor the Lessor or any other Person under a or against any collateral security or guaranty of for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such the Beneficiary to pursue such other rights or remedies or to collect any payments from the Lessor or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of the Lessor or any such other Guarantor or Person or any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each the Beneficiary against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Beneficiaries against Beneficiary, and its successor, indorsee, transferee and assign, until all the Guarantors. Without limiting Guaranteed Obligations and the generality obligations of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, under this Guaranty shall have been satisfied by payment in full and the Loan Commitments shall be governed byterminated, and construed in accordance with, notwithstanding that from time to time during the laws term of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not Loan Agreements the Lessor may be construed to mean that free from any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Administrative Agent, on behalf of Buyers, upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the GuarantorsSeller and Guarantor, on the one hand, and any Administrative Agent, on behalf of the BeneficiariesB▇▇▇▇▇, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Company, the other Guarantors, any other guarantor or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsany agreement, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryAdministrative Agent, on behalf of Buyers, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against Administrative Agent, on behalf of Buyers, (iii) any requirement that Administrative Agent, on behalf of B▇▇▇▇▇, exhaust any right to take any action against Seller or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any Beneficiary, Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor or guarantorSeller and Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Company, the other Guarantors Obligations or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Administrative Agent, on behalf of the GuarantorsBuyers, any Beneficiary may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Administrative Agent, on behalf of Buyers, may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Administrative Agent, on behalf of Buyers, to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Administrative Agent, on behalf of Buyers, against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the Beneficiaries against extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the Guarantors. benefit of Administrative Agent, on behalf of Buyers, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by lawAdministrative Agent, each on behalf of Buyers, as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against Administrative Agent or any Buyer any claim or defense based upon, an election of California Civil Code §§2787 through 2855remedies by Administrative Agent, 2899 and 3433 and California Code on behalf of Civil Procedure §§580aBuyers, 580bwhich in any manner impairs, 580d and 726. Accordinglyaffects, each reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor waives all rights and defenses that such to proceed against Seller, any other guarantor or any other person or security. (ii) Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt may be reduced only financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller, the status of other guarantor, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Administrative Agent and Buyers for such information and will not rely upon Administrative Agent or Buyers for any such information. Absent a written request for such information by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral to Administrative Agent, by foreclosing on behalf of B▇▇▇▇▇, Guarantor hereby waives the real property Collateralright, has destroyed if any, to require Administrative Agent or Buyers to disclose to Guarantor any right information which Administrative Agent, on behalf of Buyers, may now or hereafter acquire concerning such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based upon §§580aother guarantor. (iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, and in executing and delivering this Guaranty shall be governed byto Administrative Agent, and construed in accordance withon behalf of Buyers, the laws of the State of New York. The foregoing Guarantor is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or any other guarantor to this Guaranty Administrative Agent, on behalf of Buyers, now or at any time and from time to time in the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its Limited Obligations under this Guaranty constitute a guarantee of payment when due and not of collection, and is in no way conditioned upon any requirement that Buyer first attempt to collect any of the Limited Obligations from Seller. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Limited Obligations and notice of or proof of reliance by any Beneficiary Buyer upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Limited Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company either Seller or the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesBuyer, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself Seller and Guarantor with respect to the Guaranteed Limited Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not payment of collection) and is a primary obligation of each Guarantor the Limited Obligations without regard to to: (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction DocumentsProgram Agreements, any of the Guaranteed Limited Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryBuyer, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company Seller against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any BeneficiaryGuarantor under this Guaranty, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller or any other Guarantor or guarantorGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Company, the other Guarantors Limited Obligations or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When Notwithstanding anything to the contrary herein or in any of the other Program Agreements, when pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Limited Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the Beneficiaries against benefit of Buyer and its permitted successors, endorsees, transferees and assigns, until all the Guarantors. Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full and the Repurchase Agreement has terminated. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows: (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against Seller, any other guarantor or any other Person or security; provided, notwithstanding anything to the fullest extent permitted by lawcontrary contained herein, each except as expressly stated in this clause (i), Guarantor waives retains the right to assert any rights defenses at law and defenses which in equity that are or may become available to such it or the Seller. (ii) Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt may be reduced only by financial condition of Seller and of all other circumstances that diligent inquiry would reveal and that bear upon the price for which risk of nonpayment of the Limited Obligations. Guarantor hereby covenants that Collateral is sold at it will make its own investigation and will continue to keep itself informed about the foreclosure salefinancial condition of Seller, even the status of other guarantors, if the Collateral is worth more than the sale priceany, and (2) of all other circumstances that bear upon the Beneficiaries risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based upon §§580aother guarantor. (iii) Guarantor has independently reviewed the Program Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, and in executing and delivering this Guaranty shall be governed byto Buyer, and construed in accordance with, the laws of the State of New York. The foregoing Guarantor is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or any other guarantor to this Guaranty Buyer, now or at any time and from time to time in the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each (a) Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary the Administrative Agent or the Lenders, upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and ; the Guaranteed Obligations in respect of Obligations, and any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company Borrower or the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor Borrower or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, payment and performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (ai) the validity or enforceability of the Note this Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Administrative Agent or the Lenders, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by it or the Company Borrower against the Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLenders, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors or any other guarantor of Borrower for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instanceinstance or (iv) any other defense, set-off or counterclaim of a guarantor or a surety. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary the Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as that it may have against any other Guarantor the Borrower or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of the Borrower or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of lawlaw or equity, of each the Administrative Agent against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Beneficiaries against Administrative Agent, the Guarantors. Lenders, and their successors, permitted endorsees, permitted transferees and permitted assigns, until all the Obligations and the Guaranteed Obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any due and payable Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest Administrative Agent and the Lenders as follows: (i) To the extent permitted by law, each Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against the Administrative Agent or the Lenders, any claim or defense based upon, an election of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged remedies by the Company; and (B) if Administrative Agent which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Collateral Agent forecloses on Borrower for reimbursement or contribution, and/or any real property Collateral pledged by the Company: (1) the amount other rights of the debt may be reduced only by Guarantor to proceed against the price for Borrower, or against any other person or security. (ii) Guarantor is presently informed of the financial condition of the Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that Collateral is sold at it will make its own investigation and will continue to keep itself informed of the foreclosure salefinancial condition of the Borrower, even if of all other circumstances which bear upon the Collateral is worth more risk of nonpayment and that it will continue to rely upon sources other than the sale priceAdministrative Agent and the Lenders for such information and will not rely upon the Administrative Agent or the Lenders for any such information. Guarantor hereby waives its right, and (2) if any, to require the Beneficiaries Administrative Agent or the Lenders to disclose to Guarantor any information which they may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based upon §§580a, 580b, 580d or 726 of other guarantor. (iii) Guarantor has independently reviewed this Agreement and related Transaction Documents and has made an independent determination as to the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed byvalidity and enforceability thereof, and construed in accordance withexecuting and delivering this Agreement, the laws of the State of New York. The foregoing Guarantor is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrower or any other guarantor or Person to this Guaranty the Administrative Agent, now or at any time and from time to time in the Guaranteed Obligationsfuture. Section 9.5 Section 9.5

Guaranty Absolute and Unconditional. Each The Guarantor waives any understands and all notice of the creation, renewal, extension, amendment, modification or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon agrees that this Guaranty or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and any of the Beneficiaries, on the other, shall likewise conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, the full and punctual payment and performance and compliance when due (by the Seller of the Guaranteed Obligations and not of collection) collectibility only and is a primary obligation in no way conditioned upon any requirement that RBS or GCFP, as applicable, first attempt to collect any of each Guarantor the obligations from the Seller without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction DocumentsAgreements, any of the Guaranteed Obligations Obligations, or any other guaranty collateral security therefor the Guaranteed Obligations or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryRBS or GCFP, as applicable, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against RBS or GCFP, as applicable, (iii) any defense by the Seller to the Guaranteed Obligations or the ownership of RBS or GCFP, as applicable, in the Participation Certificates or Purchased Items, as applicable, or any one subordination of any Lien on the Participation Certificates or more of the other Guarantors against any BeneficiaryPurchased Items, as applicable, or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller or any other Guarantor or guarantorthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors or any other guarantor of Seller from the Guaranteed Obligations, or of the Guarantor from this Guaranty, in bankruptcy or in any other instance. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guarantee without regard to waiver, forbearance, compromise, release, settlement, the dissolution, liquidation, reorganization or other change regarding the Seller, or the Seller being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other action or matter that would release a guarantor. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary RBS and GCFP, as applicable, may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor the Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary RBS or GCFP, as applicable, to pursue such other rights or remedies or to collect any payments from the Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of the Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each RBS or GCFP, as applicable, against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of RBS, GCFP and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, under this Guaranty shall have been satisfied by payment in full and each Agreement shall be governed byterminated, and construed in accordance with, notwithstanding that from time to time during the laws term of the State of New York. The foregoing is included solely out of an abundance of caution, Repurchase Agreement or the MLPSA the Seller may be free from any Guaranteed Obligations and shall not be construed subject to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed ObligationsSection 9 hereof.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and any of the Beneficiaries, on the other, shall likewise conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other guaranty or right of setoff with respect thereto at any time or from time to time held by any Beneficiary, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors against any Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the any other Guarantors Guarantor or any other guarantor of the Guaranteed Obligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor or any other Person under a guaranty of the Guaranteed Obligations or any right of setoff with respect thereto, and any failure by such Beneficiary to pursue such other rights or remedies or to collect any payments from any such other Guarantor or Person or to realize upon any such guaranty or to exercise any such right of setoff, or any release of any such other Guarantor or Person or any such guaranty or right of setoff, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company Borrower or any Subsidiary Borrower and the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other GuarantorsBorrower, any other guarantor Subsidiary Borrower or itself the Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note Credit Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower or any one Subsidiary Borrower against the Administrative Agent or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower, such Subsidiary Borrower or any other Guarantor or guarantorthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower or such Subsidiary Borrower for its Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any of the Guarantors, any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower, any other Guarantor Subsidiary Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of the Borrower, such Subsidiary Borrower or any such other Guarantor or Person or of any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent or any Lender against the GuarantorsBorrower or such Subsidiary Borrower. Without limiting the generality of the foregoing, This Guaranty shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each of its terms upon the Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 its successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until the occurrence of California law are in a Termination Event, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and Subsidiary Borrowers may be free from any way applicable to this Guaranty or the Guaranteed Obligations.

Guaranty Absolute and Unconditional. Each (a) Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary a Buyer upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Company Seller or the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesBuyers, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Company, the other Guarantors, any other guarantor or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity or enforceability of the Note MSRVF1 Repurchase Agreement, the Notes, the other Transaction DocumentsProgram Agreements, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarya Buyer, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors Seller against any BeneficiaryBuyer, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the CompanyObligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, any Beneficiary Buyers may, but shall be under no obligation to, pursue such rights and remedies as it that they may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary a Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each a Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and their successors and assigns thereof, and shall inure to the benefit of the Beneficiaries against Buyers, and successors, indorsees, transferees and assigns, until all the Guarantors. Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the MSRVF1 Repurchase Agreement Seller may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by law, each Buyers as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against a Buyer any claim or defense based upon, an election of California Civil Code §§2787 through 2855remedies by such Buyer which in any manner impairs, 2899 and 3433 and California Code affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation rights, (y) rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of Civil Procedure §§580aGuarantor to proceed against Seller, 580bagainst any other guarantor, 580d and 726. Accordingly, each or against any other person or security. (ii) Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt may be reduced only by financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the price for risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that Collateral is sold at the foreclosure sale, even if the Collateral is worth more it will continue to rely upon sources other than the sale priceBuyers for such information and will not rely upon the Buyers for any such information. Absent a written request for such information by Guarantor to the Buyers, and (2) the Beneficiaries Guarantor hereby waives its right, if any, to require a Buyer to disclose to Guarantor any information which such Buyer may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights other guarantor. (iii) Guarantor has independently reviewed the 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 the Buyers, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of defenses based upon §§580aany Liens or security interests of any kind or nature granted by Seller or any other guarantor to the Buyers, 580bnow or at any time and from time to time in the future. (iv) Guarantor is not required to register as an “investment company” under the Investment Company Act of 1940, 580d as amended from time to time. (c) Guarantor hereby covenants that it shall not merge, consolidate or 726 amalgamate itself in a transaction that involves a majority of ownership interests in the Guarantor, liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided that Guarantor may merge or consolidate with (i) any wholly owned subsidiary of Guarantor, (ii) any other Person if Guarantor is the surviving entity, or (iii) with the prior written consent of the California Code of Civil Procedure. FurtherAdministrative Agent, so long that, in each Guarantor waives any right or defense it may have at law or equitycase, including California Code of Civil Procedure §580aafter giving effect thereto, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsno Default would exist hereunder.

Guaranty Absolute and Unconditional. Each (a) The Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Guarantor Obligations and notice of or or, proof of reliance by any Beneficiary the Lender upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Guarantor Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Company any Borrower or the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesLender, on the other, shall shall, likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Company, the other Guarantors, any other guarantor or itself Guaranty with respect to the Guaranteed Guarantor Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity or enforceability of the Note Loan Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations Guarantor Obligations, or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Lender, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performancepayment) which may at any time be available to or be asserted by any Borrower against the Company or any one or more of the other Guarantors against any BeneficiaryLender, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or the Company or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the CompanyGuarantor Obligations, or the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary the Lender may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against any other Guarantor Borrower or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Guarantor Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of any Borrower or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each the Lender against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Beneficiaries against Lender, and successors, endorsees, transferees and assigns, until all the Guarantors. Guarantor Obligations shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Loan Agreement the Borrowers may be free from any Guarantor Obligations. (b) Without limiting the generality of the foregoing, the Guarantor hereby agrees, acknowledges, covenants, and represents and warrants to the fullest extent permitted by law, each Lender as follows: (i) The Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against the Lender any claim or defense based upon, an election of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged remedies by the Company; Lender which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against any Borrower or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against any Borrower, against any other guarantor, or against any other person or security; (ii) The Guarantor hereby represents and (B) if warrants to the Collateral Agent forecloses on Lender that the Guarantor is presently informed of the financial condition of the Borrowers and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guarantor Obligations. The Guarantor hereby covenants that it will continue to keep itself informed of the Borrowers’ financial condition and that it will continue to rely upon sources other than the Lender for such financial information and will not rely upon the Lender for any real property Collateral pledged such information. Absent a written request for such information by the Company: (1) Guarantor to the amount of Lender, the debt Guarantor hereby waives its right, if any, to require the Lender to disclose to the Guarantor any information which the Lender may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based upon §§580aother guarantor; and (iii) The Guarantor hereby represents and warrants to the Lender that the Guarantor has independently reviewed the Loan Agreement and the other Transaction Documents and has made an independent determination as to the validity and enforceability thereof, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, and in executing and delivering this Guaranty shall be governed by, and construed in accordance withto the Lender, the laws of the State of New York. The foregoing Guarantor is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Borrowers or any other guarantor to this Guaranty the Lender, now or at any time and from time to time in the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Secured Party upon the guaranty contained in this Guaranty Section 2 or acceptance of the guaranty contained in this Guaranty. The Note AgreementSection 2; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this GuarantySection 2; and all dealings between the Company or the GuarantorsBorrower and Guarantor, on the one hand, and any of the BeneficiariesSecured Parties, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon the guaranty contained in this GuarantySection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor Borrower or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty Guarantor understands and agrees that the guaranty contained in this Section 2 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, payment and performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the Credit Agreement or any other Transaction DocumentsLoan Document, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiarySecured Party, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which that may at any time be available to or be asserted by the Company Borrower or any one or more of the other Guarantors Person against any BeneficiarySecured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower for the CompanyObligations, or of Guarantor under the other Guarantors or any other guarantor of the Guaranteed Obligationsguaranty contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any other Guarantor Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by any Secured Party to make any such Beneficiary demand, to pursue such other rights or remedies or to collect any payments from Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of Borrower or any such other Guarantor or Person or any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of any Secured Party against Guarantor. For the Beneficiaries against purposes hereof “demand” shall include the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights commencement and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver continuance of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationslegal proceedings.

Guaranty Absolute and Unconditional. Each (a) Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary the Administrative Agent upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Company Seller Parties or the GuarantorsGuarantor, on the one hand, and any the Administrative Agent on behalf of the BeneficiariesBuyer Parties, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Seller Parties or the other Guarantors, any other guarantor or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity or enforceability of the Note Agreement, the Notes, Repurchase Agreement and the other Transaction DocumentsProgram Agreements, any of the Guaranteed Obligations or any other guaranty lien on the collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Administrative Agent, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller Parties against the Administrative Agent or Buyers, (iii) any one or more of the other Guarantors against any Beneficiary, or (c) defense Guarantor has to performance hereunder and any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller Parties or any other Guarantor or guarantorthe Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanySeller Parties for the Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance, (iv) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Guarantor's liability hereunder, or (v) any defense arising by reason of or deriving from (1) any claim or defense based upon an election of remedies by the Administrative Agent, such as nonjudicial foreclosure, or (2) any election by the Administrative Agent under Section 1111(b) of the Bankruptcy Code, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantor. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary the Administrative Agent may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that they may have against any other Guarantor the Seller Parties or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller Parties or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of the Seller Parties or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve LEGAL02/37712095v8 the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each the Administrative Agent on behalf of Buyer Parties against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and their successors and assigns thereof, and shall inure to the benefit of the Beneficiaries against Administrative Agent, the Guarantors. Buyers and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Repurchase Agreement and the other Program Agreements, the Seller Parties may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by law, each Administrative Agent and Buyers as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against the Administrative Agent and Buyers any claim or defense based upon, an election of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged remedies by the Company; Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller Parties or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller Parties, against any other guarantor, or against any other person or security. (Bii) Guarantor is presently informed of the financial condition of the Seller Parties and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller Parties’ financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the Collateral risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent forecloses on for such information and will not rely upon the Administrative Agent for any real property Collateral pledged such information. Absent a written request for such information by the Company: (1) Guarantor to the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Administrative Agent, by foreclosing on Guarantor hereby waives its right, if any, to require the real property Collateral, has destroyed Administrative Agent to disclose to Guarantor any right information which the Administrative Agent may now or hereafter acquire concerning such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based upon §§580aother guarantor. (iii) Guarantor has independently reviewed the Repurchase Agreement, 580band the other Program Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, and in executing and delivering this Guaranty shall be governed byto the Administrative Agent, and construed in accordance with, the laws of the State of New York. The foregoing Guarantor is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller Parties or any other guarantor to this Guaranty the Administrative Agent, now or at any time and from time to time in the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each The Guarantor waives agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any and all notice circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the creation, renewal, extension, amendment, modification or accrual of any Obligations. In furtherance of the Guaranteed Obligations foregoing and notice of or proof of reliance by any Beneficiary upon this Guaranty or acceptance of this Guaranty. The Note Agreementwithout limiting the generality thereof, the Notes, the other Transaction Documents Guarantor agrees as follows: (a) This Guaranty is a Guaranty of payment and the Guaranteed Obligations in respect not of any of them shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one hand, and any collectibility. (b) The obligations of the Beneficiaries, on Guarantor hereunder are independent of the other, shall likewise conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice obligations of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability obligations of the Note AgreementBorrower, and a separate action or actions may be brought and prosecuted against the Notes, Guarantor whether or not any action is brought against the other Transaction Documents, any of the Guaranteed Obligations Borrower or any such other guaranty guarantor and whether or right of setoff with respect thereto at not the Borrower and/or any time such guarantor are joined in any such action or from time to time held by any Beneficiary, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors against any Beneficiary, or actions. (c) any other circumstance whatsoever (with or without notice to or knowledge Payment by the Guarantor of a portion, but not all, of the Company Obligations shall in no way limit, affect, modify or abridge the Guarantor's liability for any other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge portion of the Company, the other Guarantors or any other guarantor of the Guaranteed Obligations, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor or any other Person under a guaranty of the Guaranteed Obligations or any right of setoff with respect thereto, and any failure by such Beneficiary to pursue such other rights or remedies or to collect any payments from any such other Guarantor or Person or to realize upon any such guaranty or to exercise any such right of setoff, or any release of any such other Guarantor or Person or any such guaranty or right of setoff, shall which has not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries against the Guarantorsbeen paid. Without limiting the generality of the foregoing, if the Lender is awarded a judgment in any suit brought to enforce the Guarantor's covenant to pay a portion of the Obligations, such judgment shall not be deemed to release the Guarantor from its covenant to pay the portion of the Obligations that is not the subject of such suit, and such judgment shall not, except to the fullest extent permitted satisfied by lawthe Guarantor, each Guarantor waives limit, affect, modify or abridge any rights other Guarantor's liability hereunder in respect of the Obligations. (d) The Lender, upon five Business Days' written notice, without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of the Guarantor's liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and defenses which are accept other guaranties of the Obligations and take and hold security for the payment of this Guaranty or may become available the Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Obligations, any other guaranties of the Obligations, or any other obligation of any Person (including any other Guarantor) with respect to such Guarantor the Obligations; (v) enforce and apply any security now or hereafter held by reason or for the benefit of California Civil Code §§2787 through 2855the Lender in respect of this Guaranty or the Obligations and direct the order or manner of sale thereof, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses or exercise any other right or remedy that such Guarantor the Lender may have because against any such security, as the Company’s debt is secured by real property. This meansLender in its discretion may determine consistent with the Resale Agreement or the Credit Agreement and any applicable security agreement, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing including foreclosure on any real such security pursuant to one or personal property Collateral pledged by more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the CompanyGuarantor against the Borrower or any security for the Obligations; and (Bvi) if exercise any other rights available to it. (e) This Guaranty and the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount obligations of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty hereunder shall be governed by, valid and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, enforceable and shall not be construed subject to mean that any reduction, limitation, impairment, discharge or termination for any reason (except to the extent of payment of the Obligations), including the occurrence of any of the above referenced following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce, or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of California law are default) of the Resale Agreement or the Credit Agreement or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Obligations, in each case whether or not in accordance with the terms of the Credit Agreement or any agreement relating to such other guaranty or security; (iii) the Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any way applicable respect; (iv) the application of payments received from any source (other than payments received from the proceeds of any security for the Obligations, except to this Guaranty the extent such security also serves as collateral for indebtedness other than the Obligations) to the payment of indebtedness other than the Obligations, even though the Lender might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) the Lender's consent to the change, reorganization or termination of the corporate structure or existence of the Borrower or any subsidiary of the Borrower and to any corresponding restructuring of the Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Obligations; (vii) any defenses, setoffs or counterclaims which any Borrower may allege or assert against the Lender in respect of the Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Guarantor as an obligor in respect of the Obligations.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Agent or any Secured Creditor upon this Guaranty or acceptance of this Guaranty. The Note Agreement, ; the Notes, the other Transaction Documents Obligations (and the Guaranteed Obligations in respect of any of them them) shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company or Borrower and any of the Guarantors, on the one hand, and any of the BeneficiariesAgents and the Secured Creditors, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or any of the Company, the other Guarantors, any other guarantor or itself Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity a)the genuineness, legality, validity, regularity or enforceability of the Note Credit Agreement, the Notes, the any other Transaction DocumentsLoan Document or any Swap Contract, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiarySecured Creditor, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by Borrower against the Company Administrative Agent or any one or more of the other Guarantors against any Beneficiary, Secured Creditor or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorsuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower for the CompanyObligations, the other Guarantors or any other guarantor of the Guaranteed Obligationssuch Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, Administrative Agent and any Beneficiary Secured Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor Borrower or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Secured Creditor to pursue such other rights or remedies or to collect any payments from Borrower or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Borrower or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Creditors against such Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Beneficiaries against Administrative Agent and the Guarantors. Without limiting Secured Creditors, and their respective successors, endorsees, transferees and assigns, until all the generality Obligations and the obligations of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, under this Guaranty shall have been satisfied by payment in full, the Commitments are terminated, the Letters of Credit are terminated or expired and the Acceptances are matured, notwithstanding that from time to time during the term of the Credit Agreement and any Swap Contract Borrower may be governed byfree from any Obligations; provided that, and construed upon the sale or other disposition of any Guarantor hereunder in accordance with, with the laws terms of the State Credit Agreement, such Guarantor shall automatically be released from all obligations hereunder to the extent that such sale or other disposition causes such Guarantor to cease being a Domestic Subsidiary of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed ObligationsBorrower.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification or accrual of any of the Guaranteed Guarantor Obligations and notice of or proof of reliance by Administrative Agent or any Beneficiary Lender upon this Guaranty guaranty or acceptance of this Guaranty. The Note Agreementguaranty; the Guarantor Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty; and all dealings between the Company or Borrower and any of the Guarantors, on the one hand, and any of the BeneficiariesAdministrative Agent and Lenders, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guarantyguaranty. Each Guarantor waives diligence, presentment, protest, demand for payment payment, and notice of default or nonpayment to or upon the Company, the other Guarantors, Borrower or any other guarantor or itself Guarantors with respect to the Guaranteed Guarantor Obligations. This Guaranty Each Guarantor understands and agrees that this guaranty shall be construed as a continuing, irrevocableabsolute, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the Credit Agreement or any other Transaction DocumentsLoan Document, any of the Guaranteed Guarantor Obligations or any other collateral security therefor or guaranty or right of setoff with respect thereto at any time or from time to time held by Administrative Agent or any BeneficiaryLender, (b) any defense, setoff setoff, or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Borrower against Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower or the Company or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower for the CompanyBorrower Obligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor under this guaranty, in bankruptcy bankruptcy, or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, Administrative Agent or any Beneficiary Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against Borrower, any other Guarantor Guarantor, or any other Person under a or against any collateral security or guaranty of for the Guaranteed Guarantor Obligations or any right of setoff with respect thereto, and any failure by Administrative Agent or any Lender to make any such Beneficiary demand, to pursue such their other rights or remedies remedies, or to collect any payments from Borrower, any such Guarantor, or any other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoff, or any release of Borrower, any such Guarantor, or any other Guarantor or Person or any such guaranty collateral security, guaranty, or right of setoff, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied implied, or available as a matter of law, of each of Administrative Agent or any Lender against any Guarantor. For the Beneficiaries against purposes hereof "demand" shall include the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights commencement and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver continuance of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationslegal proceedings.

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Buyer upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company Seller or the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesBuyer, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor Seller or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other any Transaction DocumentsDocument, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryBuyer, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any Beneficiary, Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Company, the other Guarantors Obligations or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When pursuing its rights and remedies hereunder under this Guaranty against any of the GuarantorsGuarantor, any Beneficiary Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunderunder this Guaranty, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns, and shall inure to the benefit of Buyer, and its successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Beneficiaries against the Guarantors. Transaction Documents Seller may be free from any Obligations. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by law, each Buyer as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of California Civil Code §§2787 through 2855remedies by Buyer which in any manner impairs, 2899 and 3433 and California Code affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, or any other guarantor for reimbursement or contribution, and/or any other rights of Civil Procedure §§580aGuarantor to proceed against Seller or against any other guarantor, 580b, 580d and 726. Accordingly, each or against any other person or security. (ii) Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about Seller’s financial condition, the status of other guarantors, if any, of circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based other guarantor. (iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon §§580a, 580b, 580d or 726 any other Person’s determination of the California Code validity, and/or enforceability, and/or attachment, and/or perfection of Civil Procedure. Furtherany liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, each Guarantor waives now or at any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, time and from time to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed time in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each (a) Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary upon the Buyer on this Guaranty or acceptance of this Guaranty. The Note Agreement, the NotesObligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them shall them, are conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon on this Guaranty; and all dealings between the Company or the Guarantorsany Seller and Guarantor, on the one hand, and any of the BeneficiariesBuyer, on the otherother hand, shall likewise are conclusively be presumed to have been had or consummated in reliance upon on this Guaranty. Each . (b) Guarantor hereby expressly waives all rights of set‑off and counterclaims and all diligence, presentmentpresentments, demands for payment, demands for performance, notices of nonperformance, protests, notices of protest, demand for payment and notices of dishonor, notices of acceptance of this Guaranty, notices of sale, notice of default or nonpayment to or upon any Seller or Guarantor, surrender or other handling or disposition of assets subject to the Company, the other GuarantorsRepurchase Agreement, any other guarantor requirement that Buyer exhaust any right, power or itself with respect remedy or take any action against any Seller or against any assets subject to the Guaranteed Obligations. This Repurchase Agreement, and other formalities of any kind. (c) Guarantor understands and agrees that this Guaranty shall be construed as is a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due payment irrespective of (and not of collection) and is a primary obligation of each Guarantor without regard to (ai) the validity or enforceability of the Note Repurchase Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Obligations or any collateral security therefor or other guaranty guarantee or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Buyer, (bii) any defense, setoff set‑off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller against the Company or any one or more of the other Guarantors against any Beneficiary, Buyer or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of any Seller or the Company or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of a Seller from the CompanyObligations, the other Guarantors or any other guarantor of the Guaranteed ObligationsGuarantor from this Guaranty, in bankruptcy or in any other instance. . (d) When pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, any Beneficiary Buyer may, but shall will be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Buyer to pursue such other rights or remedies or to collect any payments from a Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of a Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall will not relieve the Guarantors Guarantor of any liability hereunder, and shall will not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each the Buyer against Guarantor. (e) This Guaranty will remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its respective successors and assigns, and will inure to the benefit of the Beneficiaries against Buyer and its successors, indorsees, transferees and assigns, until all Obligations and the Guarantors. Without limiting obligations of Guarantor under this Guaranty will have been satisfied by payment in full and the generality of the foregoingRepurchase Agreement has been terminated, notwithstanding that from time to time prior thereto a Seller may be free from any Obligations. (f) Guarantor waives, to the fullest extent permitted by applicable law, each Guarantor waives any rights and all defenses of surety to which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt it may be reduced only entitled by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d statute or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsotherwise.

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Buyer upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and ; the Guaranteed Obligations in respect of Obligations, and any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company Seller or the GuarantorsGuarantor, on the one hand, and any of the BeneficiariesBuyer, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor Seller or itself Guarantor with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsany Program Document, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryBuyer, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any Beneficiary, Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company Seller or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors or any other guarantor of Seller for the Guaranteed ObligationsObligations or of Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Buyer against Guarantor, except to the extent set forth in Section 7 below. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of Guarantor under this Guaranty shall have been terminated, discharged or satisfied by payment in full, notwithstanding that from time to time during the term of the Beneficiaries against Program Documents Seller may be free from any obligations under the Guarantors. Repurchase Agreement. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by law, each Buyer as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of California Civil Code §§2787 through 2855remedies by Buyer which in any manner impairs, 2899 and 3433 and California Code affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, or any other guarantor for reimbursement or contribution, and/or any other rights of Civil Procedure §§580aGuarantor to proceed against Seller or against any other guarantor, 580b, 580d and 726. Accordingly, each or against any other Person or security. (ii) Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about Seller’s financial condition, the status of other guarantors, if any, of circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based other guarantor. (iii) Guarantor has independently reviewed the Program Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Buyer, Guarantor is not in any manner relying upon §§580a, 580b, 580d or 726 any other Person’s determination of the California Code validity, and/or enforceability, and/or attachment, and/or perfection of Civil Procedure. Furtherany liens or security interests of any kind or nature granted by Seller or any other guarantor to Buyer, each Guarantor waives now or at any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, time and from time to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed time in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each Guarantor waives The Guarantors waive any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Subsidiary Guaranty or acceptance of this Subsidiary Guaranty. The Note Agreement, the NotesObligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guaranty; and all dealings between the Company Borrowers (or any of them) and any of the Guarantors, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Subsidiary Guaranty. Each The Guarantor waives Subsidiaries waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any Borrower or any of the other Guarantors, any Guarantor Subsidiaries or other guarantor or itself guarantors with respect to the Guaranteed Obligations. This The Guarantors understand and agree that this Subsidiary Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity validity, regularity or enforceability of the Note Credit Agreement, the Notes, the or any other Transaction DocumentsLoan Document, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Company Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company any Borrower, any Guarantor Subsidiary or any other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the CompanyObligations, the other Guarantors of any Guarantor Subsidiary under its Subsidiary Guaranty, or of any other guarantor of the Guaranteed Obligationsguarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, the Administrative Agent and any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower, any other Guarantor Subsidiary, any other guarantor or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any such Borrower, other Guarantor Subsidiary or other guarantor or other Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of any such Borrower, other Guarantor Subsidiary or other guarantor or other Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent and the Lenders against the Guarantors. Without limiting the generality of the foregoing, This Subsidiary Guaranty shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each Guarantor waives any rights of its terms upon the Guarantors and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 the respective successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of California law are the Guarantors under this Subsidiary Guaranty shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement any way applicable to this Guaranty or the Guaranteed Borrower may be free from any Obligations.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Secured Creditor upon this Guaranty or acceptance of this Guaranty. The Note Agreement, ; the Notes, the other Transaction Documents Obligations (and the Guaranteed Obligations in respect of any of them them) shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company or Borrower and any of the Guarantors, on the one hand, and any of the BeneficiariesAdministrative Agent and the Secured Creditors, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Borrower or any of the other Guarantors, any other guarantor or itself Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity genuineness, legality, validity, regularity or enforceability of the Note Agreement, the Notes, the Liquidity Facility or any other Transaction DocumentsLoan Document, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiarySecured Creditor, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company Borrower against the Administrative Agent or any one or more of the other Guarantors against any Beneficiary, Secured Creditor or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorsuch Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for the Obligations, the other Guarantors or any other guarantor of the Guaranteed Obligationssuch Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, Administrative Agent and any Beneficiary Secured Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor the Borrower or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Secured Creditor to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of the Borrower or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent and the Secured Creditors against such Guarantor. Unless the Guarantors. Without limiting Guarantors and the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Administrative Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided belowshall otherwise agree, this Guaranty shall remain in full force and effect and be governed by, and construed binding in accordance with, with and to the laws extent of its terms upon each Guarantor and the State of New York. The foregoing is included solely out of an abundance of cautionsuccessors and assigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Secured Creditors, and their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of California law are in any way applicable to each Guarantor under this Guaranty shall have been satisfied by payment in full and the Commitments are terminated, notwithstanding that from time to time during the term of the Liquidity Facility the Borrower may be free from any Obligations; provided, that, upon the sale or other disposition of any Guarantor hereunder in accordance with the Guaranteed Obligationsterms of the Liquidity Facility, such Guarantor shall be automatically released from all obligations hereunder to the extent that such sale or other disposition causes such Guarantor to cease being a Domestic Subsidiary of the Borrower.

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Buyer upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the GuarantorsSeller and Guarantor, on the one hand, and any of the BeneficiariesBuyer, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Company, the other Guarantors, any other guarantor or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsany agreement, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryBuyer, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against Seller, Pledgor or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any Beneficiary, Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor or guarantorSeller and Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Company, the other Guarantors Obligations or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the Beneficiaries against benefit of Buyer and its permitted successors, endorsees, transferees and assigns, until all the Guarantors. Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by law, each Buyer as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of California Civil Code §§2787 through 2855remedies by Buyer which in any manner impairs, 2899 and 3433 and California Code affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Civil Procedure §§580aGuarantor to proceed against Seller, 580b, 580d and 726. Accordingly, each any other guarantor or any other person or security. (ii) Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based upon §§580aother guarantor. (iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, and in executing and delivering this Guaranty shall be governed byto Buyer, and construed in accordance with, the laws of the State of New York. The foregoing Guarantor is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or any other guarantor to this Guaranty Buyer, now or at any time and from time to time in the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each Guarantor Obligor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Borrower’s Obligations and notice of or proof of reliance by any Beneficiary Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty. The Note AgreementBorrower’s Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all . All dealings between the Company or the GuarantorsBorrower and any Obligor, on the one hand, and any of the BeneficiariesGuaranteed Creditor, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor Obligor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself Borrower with respect to the Guaranteed Borrower’s Obligations. This Each Obligor understands and agrees that this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsany Guaranteed Document, any of the Guaranteed Borrower’s Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryGuaranteed Creditor, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any one or more of the other Guarantors Borrower against any BeneficiaryGuaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorObligor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for the Borrower’s Obligations, the other Guarantors or of any other guarantor of the Guaranteed ObligationsObligor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the GuarantorsObligor, any Beneficiary each Guaranteed Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor the Borrower or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Borrower’s Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary any Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of the Borrower or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors any Obligor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries any Guaranteed Creditor against the Guarantorsany Obligor. Without limiting the generality of the foregoing, This Guaranty shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, of its terms upon each Guarantor waives any rights Obligor and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 the successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale priceassigns thereof, and (2) shall inure to the Beneficiaries may collect from such Guarantor even if benefit of each Guaranteed Creditor, and their respective successors, indorsees, transferees and assigns, until all the Collateral Agent, by foreclosing on Borrower’s Obligations and the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver obligations of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, Obligor under this Guaranty shall be governed by, and construed have been satisfied by payment in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are full in any way applicable to this Guaranty or the Guaranteed Obligationscash.

Guaranty Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Secured Obligations and upon notice of or proof of reliance by any Beneficiary the Purchasers upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the NotesSecured Obligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, such Secured Obligations shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company or Borrower and any of the Guarantors, on the one hand, and any of the BeneficiariesPurchasers, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Borrower or any of the other Guarantors, any other guarantor or itself Guarantors with respect to the Guaranteed Secured Obligations. This Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Purchase Agreement, the Notes, the Notes or any other Transaction DocumentsDocument, any of the Guaranteed Secured Obligations or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Purchasers, (bii) any defense, setoff set-off or counterclaim (other than a defense of indefeasible payment or performance) which may at any time be available to or be asserted by the Company or any one or more of Borrower against the other Guarantors against any BeneficiaryPurchasers, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorsuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for the Secured Obligations, the other Guarantors or any other guarantor of the Guaranteed Obligationssuch Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, any Beneficiary Purchasers may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against any other Guarantor the Borrower or any other Person under a or against any collateral security or guaranty of for the Guaranteed Secured Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Purchasers to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Guarantor or Person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of the Borrower or any such other Guarantor or Person or any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchasers against such Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Purchasers and their respective successors, indorsees, transferees and assigns until all the Secured Obligations and the obligations of each Guarantor under this Guaranty shall have been indefeasibly satisfied by payment in full in immediately available funds. (b) Without limiting the generality of any other waiver contained herein, each Guarantor waives any right to require the Purchasers to: (i) proceed against any other Guarantor or any other Person; (ii) proceed against or exhaust any collateral, including, without limitation, any collateral secured by any of the Security Agreements; or (iii) pursue any other right or remedy for such Guarantor’s benefit. Each Guarantor agrees that the Purchasers may proceed against such Guarantor with respect to the Secured Obligations without taking any actions against any other Guarantor or any other Person and without proceeding against or exhausting any collateral. Each Guarantor agrees that each of the Beneficiaries Purchasers may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against any other Guarantor without impairing the GuarantorsPurchasers’ rights and remedies in enforcing this Guaranty, under which such Guarantor’s liabilities shall remain independent and unconditional. Each Guarantor agrees and acknowledges that the Purchasers’ exercise of certain of such rights or remedies may affect or eliminate such Guarantor’s right of subrogation or recovery against any other Guarantor and that such Guarantor may incur a partially or totally nonreimbursable liability in performing under this Guaranty. Without limiting the generality of the foregoing, to the fullest extent permitted by lawany other waivers in this Guaranty, each Guarantor expressly waives any rights statutory or other right that such Guarantor might otherwise have to: (A) limit such Guarantor’s liability after a nonjudicial foreclosure sale to the difference between the Secured Obligations and defenses which are the fair market value of the property or interests sold at such nonjudicial foreclosure sale or to any other extent; (B) otherwise limit the Purchasers’ right to recover a deficiency judgment after any foreclosure sale; or (C) require the Purchasers to exhaust its collateral before the Purchasers may become available obtain a personal judgment for any deficiency. Any proceeds of a foreclosure or similar sale may be applied first to any obligations of the Guarantors that do not also constitute Secured Obligations. Each Guarantor acknowledges and agrees that any nonrecourse or exculpation provided for in any Transaction Document or elsewhere, or any other provision of a Transaction Document or any other agreement limiting the Purchasers’ recourse to specific collateral or limiting the Purchasers’ right to enforce a deficiency judgment against any other Guarantor, shall have absolutely no application to such Guarantor Guarantor’s liability under this Guaranty. To the extent that the Purchasers collect or receive any sums or payments from a particular Guarantor, the Purchasers shall have the right, but not the obligation, to apply such amounts first to that portion of any Guarantor’s indebtedness and obligations to the Purchasers that are not covered by reason this Guaranty, regardless of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code the manner in which any such payments and/or amounts are characterized by the person making payment. (c) Without limiting the generality of Civil Procedure §§580a, 580b, 580d and 726. Accordinglyany other waiver contained herein, each Guarantor waives all rights and defenses that such Guarantor may have because the Companyany other Guarantor’s debt is obligations may be secured by real property. This means, among other things: , that (A1) the Beneficiaries Purchasers may collect from such Guarantor without first foreclosing on any real or personal property Collateral collateral pledged by the Company; any other Guarantor, and (B2) if the Collateral Agent forecloses Purchasers foreclose on any real property Collateral collateral pledged by the Company: any Guarantor, (1A) the amount of the debt Secured Obligations may be reduced only by that portion of the price for which that Collateral collateral is sold at the a foreclosure sale, even if the Collateral collateral is worth more than the sale price, and (2B) the Beneficiaries Purchasers may collect from such Guarantor even if the Collateral AgentPurchasers, by foreclosing on the real property Collateralcollateral, has have destroyed any right such Guarantor may have to collect from the Companyany other Guarantor. This paragraph (c) is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Companyany other Guarantor’s debt is obligations are secured by real property. These rights and defenses include, but are not limited to, . (d) Without limiting the generality of any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Furtherother waiver contained herein, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, all rights and construed in accordance with, the laws of the State of New York. The foregoing is included solely defenses arising out of an abundance election of cautionremedies by the Purchasers, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any obligation has destroyed such Guarantor’s rights of subrogation and shall not be construed to mean that reimbursement against any other Guarantor by operation of the above referenced provisions of California applicable law are in any way applicable to this Guaranty or the Guaranteed Obligationsotherwise.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Loan Party Guaranty or acceptance of this Loan Party Guaranty. The Note Agreement, the NotesObligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Loan Party Guaranty; and all dealings between the Company Borrowers (or any of them) and the GuarantorsGuarantors (or any of them), on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Loan Party Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any Borrower or any other guarantor Guarantor or itself other guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that this Loan Party Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity validity, regularity or enforceability of the Note this Agreement, the Notesany other Loan Document, the other Transaction Documentsany Letter of Credit, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor against any Borrower, the Company Administrative Agent, any Issuing Bank or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Borrower, any Guarantor or other guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the CompanyObligations, the other Guarantors of any Guarantor under this Loan Party Guaranty or of any other guarantor of the Guaranteed Obligationsguarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any of the Guarantors, any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower, any Guarantor any other Guarantor guarantor or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any such other Borrower, Guarantor or other guarantor or other Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of any such other Borrower, Guarantor or other guarantor or other Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent and the Lenders against the Guarantors. Without limiting the generality of the foregoing, This Loan Party Guaranty shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each Guarantor waives any rights of its terms upon the Guarantors and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 the respective successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of California law are the Guarantors under this Loan Party Guaranty (other than Contingent Obligations) shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement any way applicable to this Guaranty or the Guaranteed Borrower may be free from any Obligations.

Guaranty Absolute and Unconditional. Each Guarantor waives agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be discharged or otherwise affected by any and all notice circumstance other than payment in full of the creationGuaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, renewaleach Guarantor hereby agrees as follows: (a) the Agent may enforce this Agreement upon the occurrence of an Event of Default under the Loan Agreement notwithstanding any dispute between the Borrower and the Agent and/or any Lender with respect to the existence of such Event of Default; (b) the obligations of each Guarantor hereunder are independent of the Obligations of the Borrower under the Debt Documents and the obligations of any other guarantor (including any other Guarantor) of the Obligations of the Borrower under the Debt Documents, extension, amendment, modification and a separate action or accrual actions may be brought and prosecuted against such Guarantor whether or not any action is brought against the Borrower or any of such other guarantors and whether or not Guarantor is the alter ego of any of the Guaranteed Obligations Borrower and notice of whether or proof of reliance not the Borrower is joined in any such action or actions; (c) payment by any Beneficiary upon this Guaranty or acceptance Guarantor of this Guaranty. The Note Agreementa portion, the Notesbut not all, the other Transaction Documents and of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid, and if the Agent and/or any Lender is awarded a judgment in any suit brought to enforce any Guarantor’s obligations hereunder, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations; and (d) to waive and not to assert any claim, setoff, counterclaim or defense, whether arising in connection with or in respect of any of them shall conclusively be deemed to have been created, contracted for the following or incurred in reliance upon this Guaranty; and all dealings between the Company or the Guarantors, on the one handotherwise, and any of the Beneficiarieshereby agrees that its obligations under this Agreement shall not be reduced, on the otherlimited, shall likewise conclusively be presumed to have been had impaired, discharged or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. This Guaranty shall be construed terminated as a continuingresult of, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsotherwise affected by, any of the Guaranteed Obligations or following (which may not be pleaded and evidence of which may not be introduced in any other guaranty or right of setoff proceeding with respect thereto at any time or from time to time held by any Beneficiarythis Agreement, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted in each case except as otherwise agreed in writing by the Company Agent): i. the invalidity or unenforceability of any one or more obligation of the other Guarantors against any Beneficiary, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors under any Debt Document or any other guarantor of the Guaranteed Obligationsagreement or instrument relating thereto (including any amendment, in bankruptcy consent or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantorswaiver thereto), any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor or any security for, or other Person under a guaranty of the Guaranteed Obligations or any right part of setoff with respect theretothem, and or the lack of perfection or continuing perfection or failure of priority of any failure by such Beneficiary security for the Guaranteed Obligations or any part of them; ii. any rescission, waiver, amendment, modification of, or consent to pursue such other rights departure from, any of the terms or remedies provisions of any Debt Document or any agreement or instrument executed or delivered in connection therewith; iii. the absence of (A) any attempt to collect any payments Guaranteed Obligation or any part thereof from the Borrower or any such other Guarantor or Person or other action to realize upon enforce any such guaranty or of the same, (B) any action to exercise enforce any such right of setoffDebt Document, any provision thereof, or any release of lien thereunder, or (C) any such other Guarantor act to assert or Person enforce any claim, right, demand, power or remedy whether arising under any such guaranty or right of setoffDebt Document, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of at law, of each of the Beneficiaries against the Guarantors. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights and defenses which are in equity or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.otherwise;

Guaranty Absolute and Unconditional. Each (a) Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations and notice of or proof of reliance by any Beneficiary the Financing Parties upon this Guaranty or acceptance of this Guaranty. The Note Agreement, the Notes, the other Transaction Documents and ; the Guaranteed Principal Obligations in respect of and Guaranteed Operating Expenses Obligations, and any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Company or the GuarantorsBorrower and Guarantor, on the one hand, and any of the BeneficiariesFinancing Parties, on the other, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, the other Guarantors, any other guarantor or itself with respect to the Guaranteed Obligations. . (i) This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to to: (aA) the validity validity, regularity or enforceability of the Note Credit Agreement, the Notes, the other Transaction Documents, any of the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations, or any other collateral security therefor or guaranty or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiary, the Financing Parties, (bB) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Financing Parties; (C) any termination, amendment or modification of or deletion from or addition or supplement to or other change in any Loan Document; (D) any furnishing or acceptance of any security, or any one release of any security for the Guaranteed Principal Obligations or more Guaranteed Operating Expenses Obligations or the failure of any security or the failure of any person to perfect any interest in any collateral; (E) any failure, omission or delay on the part of Borrower or Guarantor to conform to or comply with any term of any Loan Document; (F) any waiver of the other Guarantors against payment, performance or observance of any Beneficiaryof the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations, or any other waiver, consent, extension, indulgence, compromise, settlement, release or other action or inaction under or in respect of any Loan Document or any Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations; (cG) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to Borrower or Guarantor or any other person or any of their respective properties, or any action taken by any trustee or receiver or by any court in any such proceeding; (H) any merger or consolidation of Borrower, Guarantor or any of its Subsidiaries into or with any other entity, or any sale, lease or transfer of any of the assets of Guarantor of any of its subsidiaries to any other person; (I) any change in the ownership of any equity interest of Borrower, or Guarantor or any of its Subsidiaries or any change in the relationship between Borrower and Guarantor and any other person, or any termination of such relationship; or (J) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company, the other Guarantors liabilities of a guarantor or any other guarantor of the Guaranteed Obligationssurety or which might otherwise limit recourse against Guarantor, in bankruptcy or in any other instance. . (b) When pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, any Beneficiary Financing Parties may, but shall be under no obligation to, pursue such rights and remedies as it may have against any other Guarantor Borrower or any other Person under a person or against any collateral security or guaranty of for the Guaranteed Principal Obligations or Guaranteed Operating Expenses Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Financing Parties to pursue such other rights or remedies or to collect any payments from Borrower or any such other Guarantor or Person person or to realize upon any such collateral security or guaranty or to exercise any such right of setoffoffset, or any release of Borrower or any such other Guarantor person or Person or of any such collateral security, guaranty or right of setoffoffset, shall not relieve the Guarantors Guarantor (except as it has been expressly released in writing) of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Financing Parties against the GuarantorsGuarantor. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor hereby waives any rights and defenses which are requirement that Borrower or may become available any other person be joined in or made a party to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real action to enforce this Guaranty or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.remedy hereunder,

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Administrative Agent, on behalf of Buyers, upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the GuarantorsSeller and Guarantor, on the one hand, and any Administrative Agent, on behalf of the BeneficiariesBuyers, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Company, the other Guarantors, any other guarantor or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsany agreement, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryAdministrative Agent, on behalf of Buyers, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against Administrative Agent, on behalf of Buyers, (iii) any requirement that Administrative Agent, on behalf of Buyers, exhaust any right to take any action against Seller or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any Beneficiary, Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor or guarantorSeller and Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Company, the other Guarantors Obligations or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, Administrative Agent, on behalf of the GuarantorsBuyers, any Beneficiary may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Administrative Agent, on behalf of Buyers, may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Administrative Agent, on behalf of Buyers, to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Administrative Agent, on behalf of Buyers, against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the Beneficiaries against extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the Guarantors. benefit of Administrative Agent, on behalf of Buyers, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by lawAdministrative Agent, each on behalf of Buyers, as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against Administrative Agent, on behalf of California Civil Code §§2787 through 2855Buyers, 2899 and 3433 and California Code any claim or defense based upon, an election of Civil Procedure §§580aremedies by Administrative Agent, 580bon behalf of Buyers, 580d and 726. Accordinglywhich in any manner impairs, each affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller, Pledgor or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor waives all rights and defenses that such to proceed against Seller, Pledgor any other guarantor or any other person or security. (ii) Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt may be reduced only by financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the price for risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller and Pledgor, the status of other guarantor, if any, of all other circumstances which bear upon the risk of nonpayment and that Collateral is sold at the foreclosure sale, even if the Collateral is worth more it will continue to rely upon sources other than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Administrative Agent, on behalf of Buyers, for such information and will not rely upon Administrative Agent, on behalf of Buyers, for any such information. Absent a written request for such information by foreclosing Guarantor to Administrative Agent, on behalf of Buyers, Guarantor hereby waives the real property Collateralright, has destroyed if any, to require Administrative Agent, on behalf of Buyers, to disclose to Guarantor any right information which Administrative Agent, on behalf of Buyers, may now or hereafter acquire concerning such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based upon §§580aother guarantor. (iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, and in executing and delivering this Guaranty shall be governed byto Administrative Agent, and construed in accordance withon behalf of Buyers, the laws of the State of New York. The foregoing Guarantor is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller, Pledgor or any other guarantor to this Guaranty Administrative Agent, on behalf of Buyers, now or at any time and from time to time in the Guaranteed Obligationsfuture.

Guaranty Absolute and Unconditional. Each Guarantor waives The Guarantors waive any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Beneficiary Lender upon this Loan Party Guaranty or acceptance of this Loan Party Guaranty. The Note Agreement, the NotesObligations, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon this Loan Party Guaranty; and all dealings between the Company Borrowers (or any of them) and any of the Guarantors, on the one hand, and any of the BeneficiariesAdministrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Loan Party Guaranty. Each Guarantor waives The Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any Borrower or any of the other Guarantors, any Guarantors or other guarantor or itself guarantors with respect to the Guaranteed Obligations. This The Guarantors understand and agree that this Loan Party Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (a) the validity validity, regularity or enforceability of the Note Credit Agreement, the Notes, the or any other Transaction DocumentsLoan Document, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by the Administrative Agent or any BeneficiaryLender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Company Administrative Agent or any one or more of the other Guarantors against any BeneficiaryLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Borrower, Guarantor or other guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the CompanyObligations, the other Guarantors of any Guarantor under its Support Document or of any other guarantor of the Guaranteed Obligationsguarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the Guarantors, the Administrative Agent and any Beneficiary Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower, any Guarantor, any other Guarantor guarantor or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any such other Borrower, Guarantor or other guarantor or other Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of any such other Borrower, Guarantor or other guarantor or other Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Administrative Agent and the Lenders against the Guarantors. Without limiting the generality of the foregoing, This Loan Party Guaranty shall remain in full force and effect and be binding in accordance with and to the fullest extent permitted by law, each Guarantor waives any rights of its terms upon the Guarantors and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 the respective successors and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of cautionassigns thereof, and shall not be construed inure to mean that any the benefit of the above referenced provisions Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of California law are the Guarantors under this Loan Party Guaranty shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement any way applicable to this Guaranty or the Guaranteed Borrower may be free from any Obligations.

Guaranty Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary the Purchasers upon the Guaranty contained in this Guaranty Section 2 or acceptance of the Guaranty contained in this Guaranty. The Note AgreementSection 2; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty contained in this GuarantySection 2; and all dealings between the Company or Borrower and any of the Guarantors, on the one hand, and any of the BeneficiariesPurchasers, on the otherother hand, likewise shall likewise be conclusively be presumed to have been had or consummated in reliance upon the Guaranty contained in this GuarantySection 2. Each Guarantor waives waives, to the extent permitted by law, any diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Borrower or any of the other Guarantors, any other guarantor or itself Guarantors with respect to the Guaranteed Obligations. This Each Guarantor understands and agrees that the Guaranty contained in this Section 2 shall be construed as a continuing, irrevocable, absolute and unconditional guaranty Guaranty of payment, payment and performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor without regard to (a) the validity or enforceability of the Note Agreement, the Notes, the Purchase Agreement or any other Transaction DocumentsDocument, any of the Guaranteed Obligations or any other guaranty collateral security therefor or Guaranty or right of setoff offset with respect thereto at any time or from time to time held by any Beneficiarythe Purchasers, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performanceperformance or fraud by Purchasers) which may at any time be available to or be asserted by the Company Borrower or any one or more of other Person against the other Guarantors against any BeneficiaryPurchasers, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Borrower or any other Guarantor or guarantorsuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the CompanyBorrower for the Obligations, or of such Guarantor under the other Guarantors or any other guarantor of the Guaranteed ObligationsGuaranty contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any of Guarantor, the Guarantors, any Beneficiary Purchasers may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Borrower, any other Guarantor or any other Person under a guaranty of or against any collateral security or Guaranty for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by the Purchasers to make any such Beneficiary demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such other Guarantor or any other Person or to realize upon any such guaranty collateral security or Guaranty or to exercise any such right of setoffoffset, or any release of the Borrower, any such other Guarantor or any other Person or any such guaranty collateral security, Guaranty or right of setoffoffset, shall not relieve the Guarantors any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of the Beneficiaries Purchasers against any Guarantor. For the Guarantors. Without limiting purposes hereof, “demand” shall include the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any rights commencement and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver continuance of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon §§580a, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligationslegal proceedings.

Guaranty Absolute and Unconditional. Each (a) Guarantor hereby agrees that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension, amendment, modification extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Beneficiary Buyer upon this Guaranty or acceptance of this Guaranty. The Note Agreement; the Obligations, the Notes, the other Transaction Documents and the Guaranteed Obligations in respect of any of them them, shall conclusively be deemed to have been created, contracted for or incurred in reliance upon this Guaranty; and all dealings between the Company or the GuarantorsSeller and Guarantor, on the one hand, and any of the BeneficiariesBuyer, on the otherother hand, shall likewise be conclusively be presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller or the Company, the other Guarantors, any other guarantor or itself Guaranty with respect to the Guaranteed Obligations. This Guaranty shall be construed as a continuing, irrevocable, absolute and unconditional guaranty guarantee of payment, performance and compliance when due (and not of collection) and is a primary obligation of each Guarantor payment without regard to (ai) the validity validity, regularity or enforceability of the Note Agreement, the Notes, the other Transaction Documentsany agreement, any of the Guaranteed Obligations or any other guaranty collateral security therefor or guarantee or right of setoff offset with respect thereto at any time or from time to time held by any BeneficiaryBuyer, (bii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company Seller against Buyer, (iii) any requirement that ▇▇▇▇▇ exhaust any right to take any action against Seller, Pledgor or any one other Person prior to or more of the other Guarantors contemporaneously with proceeding to exercise any right against any Beneficiary, Guarantor under this Guaranty or (civ) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any other Guarantor or guarantorSeller and Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for the Company, the other Guarantors Obligations or any other guarantor of the Guaranteed ObligationsGuarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of the GuarantorsGuarantor, any Beneficiary Buyer may, but shall be under no obligation toobligation, to pursue such rights and remedies as it that Buyer may have against any other Guarantor Seller or any other Person under a guaranty of or against any collateral security or guarantee for the Guaranteed Obligations or any right of setoff offset with respect thereto, and any failure by such Beneficiary Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Guarantor or Person or to realize upon any such guaranty collateral security or guarantee or to exercise any such right of setoffoffset, or any release of Seller or any such other Guarantor or Person or any such guaranty collateral security, guarantee or right of setoffoffset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the Beneficiaries against benefit of Buyer and its permitted successors, endorsees, transferees and assigns, until all the Guarantors. Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full. (b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the fullest extent permitted by law, each Buyer as follows: (i) Guarantor hereby waives any rights and defenses which are or may become available to such Guarantor defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of California Civil Code §§2787 through 2855remedies by Buyer which in any manner impairs, 2899 and 3433 and California Code affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or any other rights of Civil Procedure §§580aGuarantor to proceed against Seller, 580b, 580d and 726. Accordingly, each any other guarantor or any other person or security. (ii) Guarantor waives all rights and defenses that such Guarantor may have because the Company’s debt is secured by real property. This means, among other things: (A) the Beneficiaries may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Company; and (B) if the Collateral Agent forecloses on any real property Collateral pledged by the Company: (1) the amount presently informed of the debt financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of Seller, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information which Buyer may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Beneficiaries may collect from now or hereafter acquire concerning such Guarantor even if the Collateral Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses any Guarantor may have because the Company’s debt is secured by real property. These rights and defenses includecondition or circumstances including, but are not limited to, the release of or revocation by any rights of defenses based upon §§580aother guarantor. (iii) Guarantor has independently reviewed the Transaction Documents and related agreements and has made an independent determination as to the validity and enforceability thereof, 580b, 580d or 726 of the California Code of Civil Procedure. Further, each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure §580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. As provided below, and in executing and delivering this Guaranty shall be governed byto Buyer, and construed in accordance with, the laws of the State of New York. The foregoing Guarantor is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by Seller or any other guarantor to this Guaranty Buyer, now or at any time and from time to time in the Guaranteed Obligationsfuture.