Common use of Guaranty Clause in Contracts

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentBuyer and its successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and reasonable disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrowerthe Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are Repurchase Agreement is terminated. (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantee to the Administrative AgentBuyer and its successors, as agent for indorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor The Guarantors further agrees agree to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Buyer hereunder. (d) No payment or payments made by any Borrowerthe Seller, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Seller, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor the Guarantors in respect of the Obligations or payments received or collected from such Guarantor the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor the Guarantors hereunder until the Obligations under the Credit Documents are paid in full and performed in fullthe Master Repurchase Agreement is terminated (such date, the Commitments are terminated“Expiration Date”). (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agenthereunder.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, The Performance Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, guarantees the punctual and complete payment and performance when due (due, whether at the stated maturity, by acceleration or otherwise) , of all obligations of the Servicer and each Obligation. If a Borrower fails to pay Originator in all capacities in which any such party acts under the Transaction Documents, now or perform any Obligation when duehereafter existing under the Transaction Documents (such obligations being the “Obligations”), each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable and properly documented out-of-pocket expenses (including all reasonable fees and disbursements of counselAttorney Costs) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, enforcing any rights under this Performance Guaranty, together with respect tointerest on such expenses (from the time when such amounts were incurred, or collectingbased on a 365-day year) at a rate per annum for each day equal to the Base Rate on such day plus 2.00%. Without limiting the generality of the foregoing, any or the Performance Guarantor’s liability shall extend to all amounts which constitute part of the Obligations and/or enforcing and would be owed by any rights with respect toPerson to the Seller or any Beneficiary under any Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or collecting againstsimilar proceeding involving such Person as debtor. Notwithstanding anything to the contrary herein, such the liability of the Performance Guarantor under this Guaranty. (c) Each Guarantor agrees that Performance Guaranty with respect to the Obligations may at is (a) limited to, and shall in no event or under any time and from time to time circumstances, exceed the amount 110% of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time Purchase Limit in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or effect from time to time, it inclusive of all interest, charges, fees, expenses or otherwise but exclusive of any and all out-of-pocket expenses arising from enforcement of such Performance Guaranty (the reimbursement of which not being subject to such limitation) and (b) subject to termination on the Final Termination Date. Expiry of this Performance Guaranty shall make any payment not reduce or diminish the liability of the Performance Guarantor to the Administrative Agent or Beneficiaries in respect of any other Guaranteed Party Obligation incurred on before the Facility Termination Date. For the avoidance of doubt, the obligations of the Performance Guarantor under this Performance Guaranty do not include losses in respect of Receivables that are uncollectible on account of its liability hereunderthe insolvency, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration bankruptcy or lack of creditworthiness of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentObligor.

Guaranty. (ai) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantee to the Administrative AgentPurchasers and their respective successors, as agent for the benefit of the Guaranteed Partiesendorsees, transferees and assigns, the punctual prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (bii) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of no event exceed the Obligations and/or enforcing any rights with respect to, or collecting against, amount which can be guaranteed by such Guarantor under this Guarantyapplicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (ciii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Guaranty Section 2 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Purchasers hereunder. (div) The guaranty contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guaranty contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment or payments made by any Borrowerthe Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Purchasers from any Borrowerthe Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor in respect of the Obligations or payments any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are indefeasibly paid and performed in full, the Commitments are terminated. (evi) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment Notwithstanding anything to the Administrative Agent or contrary in this Guaranty, with respect to any other Guaranteed Party on account defaulted non-monetary Obligations the specific performance of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable which by the Guarantors hereunder forthwith is not reasonably possible (e.g., the issuance of the Company’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on demand by a monetary basis for the Administrative AgentCompany’s failure to perform such Obligations in accordance with the Transaction Documents.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to Buyer the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as a primary obligor and not merely as only a surety, guaranties to the Administrative Agent, as agent for the ratable benefit of the Guaranteed PartiesLenders and their respective successors, indorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentCompany Obligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of no event exceed the Obligations and/or enforcing any rights with respect to, or collecting against, amount which can be guarantied by such Guarantor under this Guarantyapplicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Guaranty Section 2 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (d) The guaranty contained in this Section 2 shall remain in full force and effect until all of the Secured Obligations shall have been Paid in Full. (e) No payment or payments made by any Borrowerthe Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrowerthe Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor in respect of the Secured Obligations or payments any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations under the Credit Documents are paid and performed Paid in full, the Commitments are terminatedFull. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, Each Guarantor hereby jointly and severally, unconditionally and irrevocably, guarantees, irrevocably guarantees as primary obligor and not merely as a surety, to the Administrative AgentNoteholder and any other Person holding any Obligations and each of its permitted indorsees, as agent for transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Issuer when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent Noteholder or any other Guaranteed Party its agents, advisors, representatives, etc. in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor any of the Guarantors under this GuarantyAgreement. This Agreement shall remain in full force and effect until the Obligations are paid in full and the Secured Note Agreement is terminated, notwithstanding that from time to time prior thereto there may not be any outstanding Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrowerthe Issuer, any of the GuarantorsGuarantor, any other guarantor or any other Person Person, or received or collected by the Administrative Agent or any other Guaranteed Party Noteholder from any Borrowerthe Issuer, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder. (d) Subject to Section 4.7 hereof, the Guaranty contained in this Section 2.1 shall remain in full force and effect and each Guarantor shall remain liable for the Obligations until (i) the Obligations are satisfied and paid in full and this Agreement has been terminated and (ii) the date on which shall, notwithstanding any such payment or payments other than payments made by such Guarantor to the Noteholder in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up shall no longer be subject to the maximum liability of such Guarantor hereunder until the Obligations avoidance under the Credit Documents are paid and performed in full, the Commitments are terminatedBankruptcy Code. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent Noteholder in writing that such payment is made under this Guaranty Agreement for such purpose. (f) If acceleration Anything herein or in any other Secured Note Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (g) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the time for payment liability of any Obligation by a Borrower is stayed by reason such Guarantor hereunder without impairing the guaranty of such Guarantor contained in this Section 2 or affecting the rights and remedies of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentNoteholder hereunder.

Guaranty. (a) Subject The Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyer the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the PMH Repurchase Agreement and (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it the Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its the Guarantor’s liability hereunder, it the Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably -------- guarantees to HRP the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the GranCare Companies (and each of them), when due (whether at the stated maturity, by acceleration or otherwise) ), of each Obligationthe Obligations. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counselcounsel to HRP) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party HRP in enforcing, or obtaining advice of counsel in respect of, any of its rights with respect tounder this Guaranty. This Guaranty is a guaranty of payment and not of collectibility and is absolute and in no way conditional or contingent. The Guarantor's liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by any GranCare Company of any Obligation without requiring HRP to resort to any other Person (including without limitation such GranCare Company) or any other right, remedy or collecting, any or all collateral. This Guaranty shall remain in full force and effect until the Obligations are paid in full. Notwithstanding the aggregate amount of the Obligations and/or enforcing at any rights with time or from time to time payable or to be payable by the GranCare Companies to HRP, the liability of the Guarantor to HRP under this Section 2 shall not exceed the --------- principal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect toof such principal sum; provided that whenever, at any time, or collecting againstfrom time to time, Guarantor shall make any payment to HRP on account of its liability hereunder, it will notify HRP in writing that such Guarantor payment is made under this Guaranty. (c) Each Guaranty for such purpose. The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party HRP hereunder. (d) . No payment or payments made by any Borrower, any of the Guarantors, any other guarantor GranCare Company or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party HRP from any Borrower, any of the Guarantors, any other guarantor GranCare Company or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedfull (but subject as provided in this paragraph). (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the provisions of Section 8, each Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentGuarantor. (b) Each Guarantor further agrees to pay any This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred amounts payable by the Administrative Agent LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other Guaranteed Party in enforcing, guarantor or obtaining advice of counsel in respect of, surety or to proceed against any rights with respect to, other security provided by the LD Subsidiary or collecting, any other person or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantyentity. (c) Each The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the Obligations LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may at any time and from time be provided for in the Agreement with respect to time exceed amounts payable by the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunderLD Subsidiary. (d) No The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment or payments made termination or discharge whatsoever by any Borrower, any reason of the Guarantorsinvalidity, illegality or unenforceability of any other guarantor obligations under this Guaranty or any other Person defense that constitutes a legal or received equitable discharge or collected defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Administrative Agent or any other Guaranteed Party from any Borrower, any Beneficiary in making a claim; (v) lack of the Guarantors, any other guarantor or any other Person by virtue complete disclosure of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up matters relevant to the maximum liability of such Guarantor hereunder until Guarantor; and (vi) failure to notify the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedGuarantor. (e) Each Guarantor agrees that whenever, If at any timetime payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or from time reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for shall be reinstated upon such purposerestoration or return being made. (f) If acceleration of the time for payment of So long as any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be amount payable by the Guarantors hereunder forthwith LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue and unpaid the Guarantor receives any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or on demand account of any payment made by the Administrative AgentGuarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable for the payment of all amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiary.

Guaranty. (a) Subject to the provisions of Section 815, each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentPurchasers and their respective successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentSecured Obligations. (b) Each Guarantor further agrees to pay any and all reasonable fees and expenses of the Purchasers (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Purchasers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Secured Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Purchasers hereunder. (d) No payment or payments made by any the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Purchasers from any the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Secured Obligations or payments received or collected from such Guarantor in respect of the Secured Obligations, remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations under the Credit Documents are indefeasibly paid and performed in full, the Commitments are terminatedfull in immediately available funds. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Purchasers on account of its liability hereunder, it will shall notify the Administrative Agent Purchasers in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of ; provided, that the time for payment of any Obligation by a Borrower is stayed by reason of failure to give such notice shall not effect the insolvency or receivership validity of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agentpayment.

Guaranty. (a) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantee to the Administrative AgentBuyer and its successors, as agent for indorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor The Guarantors further agrees agree to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrowerthe Seller, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Seller, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor the Guarantors in respect of the Obligations or payments received or collected from such Guarantor the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor the Guarantors hereunder until both the Obligations under the Credit Documents are paid in full and performed in fullthe Master Repurchase Agreement is terminated (such date, the Commitments are terminated“Expiration Date”). (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (fe) If acceleration Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the time for payment Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor before proceeding against the other Guarantor, (b) waive any defense to their obligations under this Guaranty, based upon or arising out of the disability or other defense or cessation of liability of one Guarantor versus the other or of any Obligation other Guarantor, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Buyer by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject Guarantors pursuant to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agentthis Guaranty are paid in full.

Guaranty. (a) Subject to the provisions of Section 82.01(b), each of the Guarantors Obligor hereby, jointly and severally, unconditionally and irrevocably, guaranteesguarantees to each Guaranteed Creditor and their respective successors, as primary obligor indorsees, transferees and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Partiesassigns, the punctual prompt and complete payment and performance by the Borrower or its Subsidiaries when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentBorrower’s Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Obligor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Obligor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor Obligor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Creditor in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Borrower’s Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor an Obligor under this Guaranty. This Guaranty shall remain in full force and effect until the Borrower’s Obligations are paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated, or until a release of this Guaranty is made pursuant to Section 2.08, notwithstanding that from time to time prior thereto no amounts may be outstanding under the Credit Agreement. (cd) Each Guarantor Obligor agrees that the Borrower’s Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor Obligor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Creditor hereunder. (de) No payment or payments made by any the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person or received or collected by a Guaranteed Creditor from the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantorsan Obligor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower’s Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, Obligor hereunder which shall, notwithstanding any such payment or payments (other than payments made by such Guarantor the Borrower or an Obligor in respect of the Borrower’s Obligations or payments received or collected from such Guarantor an Obligor in respect of the Borrower’s Obligations), remain liable for the Borrower’s Obligations up to the maximum liability of such Guarantor any Obligor hereunder until the Borrower’s Obligations under are paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Documents are paid Agreement) and performed in full, the total Commitments are terminated. (ef) Each Guarantor Obligor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Creditor on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject In order to induce the provisions of Section 8Administrative Agent, each the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements and in recognition of the Guarantors herebydirect benefits to be received by Holdings from the proceeds of the Loans, jointly the issuance of the Letters of Credit and severallythe entering into of such Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably, guarantees, irrevocably guarantees as primary obligor and not merely as suretysurety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent, as agent Agent for the benefit of the Administrative Agent and/or the other Guaranteed PartiesCreditors to which such Guaranteed Obligations are owed, the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay together with any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any and the other Guaranteed Party Creditors in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any other guarantor Guaranteed Creditor for repayment or recovery of any other Person amount or amounts received in payment or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, on account of any of the GuarantorsGuaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any other guarantor court or administrative body having jurisdiction over such payee or any other Person by virtue of its property or (ii) any settlement or compromise of any action such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations compromise shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shallbinding upon Holdings, notwithstanding any such payment revocation of this Holdings Guaranty or payments other than payments made by such Guarantor in respect instrument evidencing any liability of the Obligations or payments received or collected from such Guarantor in respect of the ObligationsBorrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the Obligations up amount so repaid or recovered to the maximum liability of same extent as if such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedamount had never originally been received by any such payee. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentLender and its successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Lender in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are Financing Facility Agreement is terminated. (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Lender on account of its liability hereunder, it will notify the Administrative Agent Lender in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors Each Grantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guaranties to the Administrative Collateral Agent, as agent for the benefit of the Guaranteed PartiesSecured Parties and their respective successors, indorsees, transferees and assigns, the punctual prompt and complete payment and performance by Debtor when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentSecured Obligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Ancillary Document to the contrary notwithstanding, the maximum liability of each Grantor hereunder and under the Ancillary Documents shall in enforcingno event exceed the amount which can be validly guarantied by such Grantor, or obtaining advice if any, under applicable federal and state laws relating to the insolvency of counsel debtors (after giving effect to the right of contribution established in respect of, any rights with respect to, or collecting, any or all Section 6.2 of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this GuarantyAgreement). (c) Each Guarantor Grantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor Grantor hereunder without impairing the guaranty contained in this Guaranty Section 6.1 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunderSecured Parties pursuant to this Agreement. (d) The guaranty contained in this Section 6.1 shall remain in full force and effect until the termination of this Agreement, notwithstanding that from time to time prior thereto Debtor may be free from any Secured Obligations. (e) No payment or payments made by any BorrowerDebtor, any of the GuarantorsGrantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Secured Parties from any BorrowerDebtor, any of the GuarantorsGrantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunderGrantor pursuant to this Agreement, which shallshall remain, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor Grantor in respect of the Secured Obligations or payments any payment received or collected from such Guarantor Grantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder Grantor pursuant to this Agreement until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedtermination of this Agreement. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject In consideration for the Lenders' willingness to make the Loans under this agreement and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Holdings hereby unconditionally, irrevocably and jointly and severally guarantees to the provisions of Section 8Agent and the Lenders, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the ratable benefit of the Guaranteed PartiesAgent and the Lenders and their respective successors, indorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor Holdings further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements expenses of counselcounsel actually incurred) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor Holdings under this GuarantyArticle IX. This Article IX shall remain in full force and effect until the Obligations are paid in full and the Commitments have been terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Borrower or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrower, any of the Guarantors, any other guarantor Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor Holdings hereunder, which and Holdings shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable hereunder for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are have been terminated. (ed) Each Guarantor Holdings agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Lender on account of its their liability hereunderunder this Article IX, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guaranty Article IX for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantee to the Administrative AgentBuyer and its successors, as agent for indorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor The Guarantors further agrees agree to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto any or all Sellers may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrowerthe Sellers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Sellers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor the Guarantors in respect of the Obligations or payments received or collected from such Guarantor the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are Master Repurchase Agreement is terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (fe) If acceleration Each Guarantor shall be jointly and severally liable with the other Guarantors to the Buyer for all obligations of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agenthereunder.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to Buyer the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the PC Repurchase Agreement and (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantee to the Administrative AgentBuyer and its successors, as agent for indorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor The Guarantors further agrees agree to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Buyer hereunder. (d) No payment or payments made by any Borrowerthe Seller, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Seller, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor the Guarantors in respect of the Obligations or payments received or collected from such Guarantor the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor the Guarantors hereunder until the Obligations under the Credit Documents are paid in full and performed in fullthe Master Repurchase Agreement is terminated (such date, the Commitments are terminated"Expiration Date"). (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agenthereunder.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocablyirrevocably guarantees to Buyer and Repo Agent and their respective successors, guaranteesindorsees, as primary obligor transferees and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Partiesassigns, the punctual prompt and complete payment and performance by each Seller when due (due, whether at the stated maturity, by acceleration acceleration, demand or otherwiseotherwise (or would otherwise be owing, due or payable under the Repurchase Agreement but for the commencement of any bankruptcy, insolvency or similar proceeding in respect of each Seller) of each Obligationits present and future Guaranty Obligations, whether absolute or contingent. Without in any way limiting the foregoing, promptly upon receipt of a Seller Delinquency Notice, Guarantor shall pay the Seller Delinquency Amount specified therein. If such Seller Delinquency Notice is sent before 12:00 p.m. (New York City time) on a Borrower fails to pay or perform any Obligation when dueBusiness Day, each such payment shall be made by Guarantor agrees that it will forthwith no later than 5:00 p.m. (New York City time) on demand pay or perform the relevant Obligation at following Business Day. If such Seller Delinquency Notice is sent after 12:00 p.m. (New York City time) on a Business Day, such payment shall be made by Guarantor no later than 5:00 p.m. (New York City time) on the place second following Business Day. This is a guaranty of payment and in the manner specified in the relevant Credit Document. (b) Each performance, and not merely of collection. Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that Guaranty Expenses, which may be paid or incurred by the Administrative Buyer or Repo Agent. (b) In no event shall Buyer or Repo Agent be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty Agreement. The rights, powers, remedies and privileges provided in this Guaranty Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by any other Guaranteed Party in enforcing, agreement or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantyby law. (c) Each Guarantor agrees that the Obligations may at any time and from time With respect to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guarantor’s Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No Obligations, no payment or payments made by any Borrower, any of the Guarantors, any other guarantor a Seller or any other Person (other than Guarantor) or received or collected by the Administrative Buyer or Repo Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor such Seller or any other Person (other than Guarantor) by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranty Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments made by such Guarantor in respect of the Guaranty Obligations or payments received or collected from such Guarantor in respect of the Guaranty Obligations, ) remain liable for the Guaranty Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedTermination Date (as hereinafter defined). (ed) Each Guarantor ▇▇▇▇▇▇▇▇▇ agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Buyer or Repo Agent or any other Guaranteed Party on account of its liability hereunder, it will promptly notify the Administrative Buyer and Repo Agent in writing that such payment is made under this Guaranty Agreement for such purpose. (fe) If acceleration Guarantor hereby agrees that this is an absolute, unconditional and continuing guaranty and that it shall remain liable under this Guaranty Agreement until the later of the time for payment of any Obligation by a Borrower date on which its Guaranty Obligations and Guaranty Expenses are satisfied and paid in full and the Repurchase Agreement is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under terminated in accordance with the terms of thereof (such date, the “Termination Date”), notwithstanding that from time to time prior thereto Sellers may be free from any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentObligations.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severallyGuarantor hereby absolutely, unconditionally and irrevocably, guarantees, guarantees (as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, ) the punctual and complete payment and performance when due (due, whether at the stated maturity, by acceleration or otherwise) , of each Obligation. If a Borrower fails the Secured Liabilities, whether for principal, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to any Obligor under any bankruptcy or insolvency proceeding), fees, commissions, expenses (including court costs and reasonable counsel fees and expenses), and agrees to pay all costs and expenses, if any, incurred by Lender in connection with enforcing any rights under this Guaranty. The obligations of Guarantor to Lender under this Guaranty are referred to in this Guaranty as the "Guaranteed Obligations"; provided, that the Guaranteed Obligations of Guarantor under this Guaranty shall not exceed an amount that is $1.00 less than that amount that would render Guarantor's obligations under this Guaranty subject to avoidance under Section 548 of the United States Bankruptcy Code or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay comparable provisions of any applicable state or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Documentforeign law. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations Secured Liabilities may at any time and from time to time exceed the amount Guaranteed Obligations of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent Lender. (c) No payment made by any Obligor or any other Guaranteed Party hereunder. guarantor (dother than Guarantor making such payment) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any BorrowerObligor, any of the Guarantors, any such other guarantor (other than Guarantor making such payment) or any other Person (other than Guarantor making such payment) by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations Secured Liabilities shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedthis Guaranty. (ed) Each Guarantor agrees that wheneverThis Guaranty is an absolute, at unconditional, present and continuing guaranty of payment and performance and not of collectibility and is in no way conditioned upon any time, or attempt to collect from time to time, it shall make any payment to the Administrative Agent other Obligor or any other Guaranteed Party on account of its liability hereunderaction, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purposeoccurrence or circumstance whatsoever. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Guarantor hereby guarantees to Lessor, its successors and assigns, the full performance and observance of all the covenants, conditions and agreements in the Lease provided to be performed and observed by Lessee, its successors and assigns, for the entire term of the Lease, as it may be extended (the "Obligations"), and Guarantor expressly agrees that the validity of this Agreement and the obligations of Guarantor hereunder shall not be terminated, or in any way affected or impaired by reason of the assertion by Lessor against Lessee of any of the rights or remedies reserved to Lessor pursuant to the provisions of Section 8the Lease, each or by reason of the Guarantors herebywaiver by Lessor, jointly and severallyor the failure of Lessor to enforce, unconditionally and irrevocablyany of the terms, guaranteescovenants, as primary obligor and not merely as suretyor conditions of the Lease, by any modification or amendment to the Administrative AgentLease or the granting of any indulgence or extension to Lessee, as agent for the benefit all of the Guaranteed Parties, the punctual and complete which may be given or done without notice to Guarantor. This Guaranty is a guaranty of payment and performance when due (whether at and not of collection. This Guaranty shall extend to each and every payment to be made and other obligation or condition to be performed or observed under the stated maturityLease by the Lessee. Successive demands may be made upon, by acceleration or otherwise) and successive actions for the enforcement of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each such demands may be brought against Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and upon successive defaults in the manner specified in making of particular payments and the relevant Credit Documentperformance and observance of particular obligations or conditions under the Lease, and the enforcement of this Guaranty against Guarantor with respect to any particular payment or obligation or condition under the Lease shall not operate to exhaust this Guaranty or as a waiver of the right to proceed under this Guaranty with respect to any future default or defaults. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) hereby guarantees that may the Obligations will be paid or incurred by and performed strictly in accordance with the Administrative Agent terms of the Lease or any other Guaranteed Party agreement relating thereto, regardless of the value, genuineness, validity, regularity or enforceability of the Obligations, and of any law, regulation or order now or hereafter in enforcingeffect in any jurisdiction affecting any of such terms or the rights of the Lessor with respect thereto. The liability of the Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor) whether by reason of any claim of any character whatsoever, including, without limitation, any claim or waiver, release, surrender, alteration or compromise, or obtaining advice by reason of counsel any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing irrespective of: (1) any lack of validity or enforceability of the Lease or any agreement or instrument relating thereto; (2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any rights with respect of the Obligations, or any other amendment or waiver of or consent to any departure from the Lease or any other agreement relating to any Obligations; (3) any increase in, addition to, exchange or release of, or non-perfection of any lien on or security interest in, any collateral, any release of any security deposit or reserve amount held under the Lease or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Obligations; (4) any other circumstance which might otherwise constitute a defense available to, or collectinga discharge of, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor Lessee in respect of the Obligations or payments received or collected from such the Guarantor in respect hereof; (5) the absence of any action of the Obligationspart of the Lessor to obtain payment or performance of the Obligations from the Lessee; (6) any insolvency, remain liable bankruptcy, reorganization, recomposition or dissolution, or any like proceeding of the Lessor, the Lessee or the Guarantor, or any entity affiliated with any of them, including, without limitation, rejection of or limitation of the Lessee's liability for the Obligations up in any such bankruptcy; or (7) the absence of notice or any delay in any action to enforce any Obligations or to exercise any right or remedy against the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in fullGuarantor, the Commitments are terminatedLessor or the Lessee, whether hereunder, under any Obligations or any agreement or any indulgence, compromise or extension granted. (ec) Each The Guarantor further agrees that wheneverthat, at any time, or from time to time, it shall make any payment to the Administrative Agent extent that the Lessee or Guarantor makes a payment or payments to the Lessor, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Lessee or the Guarantor or their respective estate, trustee, receiver or any other Guaranteed Party on account party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under or repayment, this Guaranty for and the advances or part thereof which have been paid, reduced or satisfied by such purpose. (f) If acceleration amount shall be reinstated and shall continue in full force and effect as of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency date such initial payment, reduction or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agentsatisfaction occurred.

Guaranty. (a) Subject to the provisions of Section 8, each Each of the FNIS Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative Agent, as agent for the ratable benefit of the Guaranteed PartiesParties and their respective successors, indorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a the Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Loan Document to the contrary notwithstanding, the maximum liability of each FNIS Guarantor hereunder and under the other Loan Documents shall in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of no event exceed the Obligations and/or enforcing any rights with respect to, or collecting against, amount which can be guaranteed by such FNIS Guarantor under this Guarantyapplicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3). (c) Each FNIS Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such FNIS Guarantor hereunder without impairing this Guaranty the guarantee contained herein or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (d) This Guaranty shall remain in full force and effect until (i) the Commitments have been terminated and (ii) all the Borrower Obligations (other than contingent indemnity obligations with respect to unasserted claims) and the Guarantor Obligations under the guarantee contained herein shall have been satisfied by payment in full and no Letter of Credit shall be outstanding (or have been cash collateralized or otherwise subject to arrangements reasonably acceptable to the Administrative Agent), notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment or payments made by any the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any FNIS Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by such FNIS Guarantor in respect of the Borrower Obligations or payments any payment received or collected from such FNIS Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such FNIS Guarantor hereunder until the Commitments have been terminated and the Borrower Obligations under the Credit Documents (other than, in each case, indemnities and other contingent obligations not then due and payable) are paid in full and performed in full, the Commitments are terminated. no Letter of Credit shall be outstanding (e) Each Guarantor agrees that whenever, at any time, or from time have been cash collateralized or otherwise subject to time, it shall make any payment arrangements reasonably acceptable to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purposeAgent). (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentBuyer and its successors, as agent for indorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Sellers may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any BorrowerSeller, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowera Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until both the Obligations under the Credit Documents are paid in full and performed in fullthe Master Repurchase Agreement is terminated (such date, the Commitments are terminated“Expiration Date”). (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (fe) If acceleration The Guarantor hereby waives any right of the time for payment of subrogation or ability to proceed against any Obligation Person until all amounts owed to Buyer by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject Guarantor pursuant to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agentthis Guaranty are paid in full.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantee to the Administrative Agent, as agent for Agent and each Buyer the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller Parties when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor The Guarantors shall pay additional amounts to, and indemnify, the Administrative Agent and Buyers (including for purposes of this Section 2, any assignee, successor or participant) with respect to Taxes (as defined in the Repurchase Agreement) imposed on payments pursuant to this Guaranty to the same extent as the Seller Parties would have paid additional amounts and indemnified the Administrative Agent and Buyers with respect to Taxes under Section 11(e) of the Repurchase Agreement if the Guarantors were the Seller Parties under the Repurchase Agreement. For the avoidance of doubt, any such payments are in addition to the Guarantors’ obligation to pay any amounts required to be paid by the Seller Parties to the Administrative Agent and Buyers. (c) Guarantors further agrees agree to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party a Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor Guarantors under this Guaranty. . This Guaranty shall remain in full force and effect until the later of (ci) Each Guarantor agrees that the termination of the Repurchase Agreement or (ii) the Obligations may at any time and are paid in full, notwithstanding that from time to time exceed prior thereto the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or Seller Parties may be free from any other Guaranteed Party hereunderObligations. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor a Seller Party or any other Person or received or collected by the Administrative Agent or any other Guaranteed a Buyer from a Seller Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it a Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party a Buyer on account of its such Guarantor’s liability hereunder, it such Guarantor will notify the Administrative Agent or such Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Limited Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentBuyer and its successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails the Obligations; provided however, that in no event shall the Limited Guarantor’s liability under the Guaranty exceed an amount equal to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform ten (10%) percent of the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentPurchase Price outstanding from time to time. (b) Each The Limited Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of collecting against the Obligations and/or enforcing any rights with respect to, or collecting against, such Limited Guarantor under this Guaranty. (c) Each The Limited Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Limited Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Buyer hereunder. (d) No payment or payments made by any Borrowerthe Seller, any of the GuarantorsLimited Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Seller, any of the GuarantorsLimited Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Limited Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Limited Guarantor in respect of the Obligations or payments received or collected from such the Limited Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such the Limited Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are Repurchase Agreement is terminated. (e) Each The Limited Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative Collateral Agent, as agent for the ratable benefit of the Guaranteed PartiesSecured Creditors, and to the punctual Secured Creditors the prompt and complete payment and performance when due and payable (whether at the stated maturity, by acceleration or otherwise) of all Obligations of the Borrower and each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant other Credit DocumentParty. (b) Each Guarantor further and each Secured Creditor (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that the guaranty made by the Guarantors not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Obligations guaranteed by such Guarantor shall be limited to pay any such amount as will, after giving effect to such maximum amount and all reasonable expenses other (including all reasonable fees and disbursements contingent or otherwise) liabilities of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor that are relevant under this Guarantysuch laws, not constitute a fraudulent transfer or conveyance for purposes of such laws. (c) Each Guarantor agrees that the Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Guaranty Article II or affecting the rights and remedies of the Administrative Collateral Agent or any other Guaranteed Party Secured Creditor hereunder. (d) No payment or payments made by any the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Guaranteed Party Secured Creditor from any the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor in respect of the Obligations or payments any payment received or collected from such Guarantor in respect of any of the Obligations), remain liable for the Obligations guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until (but subject to Section 2.04 in the case of following clause (i)) the earlier to occur of (i) the first date on which all the Loans and all other Obligations under the Credit Documents then due and owing, are paid in full in cash and performed in full, the Commitments are terminated. Total Commitment has been terminated or (eii) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership release of such Borrower or otherwise, all Obligations otherwise subject to acceleration under Guarantor from this Agreement in accordance with the terms express provisions of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentSection 7.13(b) hereof.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor jointly and not merely as surety, severally guarantees to the Administrative AgentBuyer and its successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrowerthe Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are terminatedRepurchase Agreement is terminated subject to the provisions of Section 7 hereof. (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its the Guarantor’s liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (ai) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantee to the Administrative AgentLender and its respective successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (bii) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of no event exceed the Obligations and/or enforcing any rights with respect to, or collecting against, amount which can be guaranteed by such Guarantor under this Guarantyapplicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (ciii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Guaranty Section 2 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (div) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full. (v) No payment or payments made by any Borrowerthe Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrowerthe Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor in respect of the Obligations or payments any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (evi) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment Notwithstanding anything to the Administrative Agent or contrary in this Guaranty, with respect to any other Guaranteed Party on account defaulted non-monetary Obligations the specific performance of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable which by the Guarantors hereunder forthwith is not reasonably possible, the Guarantors shall only be liable for making the Lender whole on demand by a monetary basis for the Administrative AgentCompany's failure to perform such Obligations in accordance with the Transaction Documents.

Guaranty. (a) Subject In order to induce the provisions of Section 8, each Administrative Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors herebydirect benefits to be received by Parent from the proceeds of the Loans, jointly and severally, Parent hereby agrees with the Guaranteed Creditors as follows: Parent hereby unconditionally and irrevocably, guarantees, irrevocably guarantees as primary obligor and not merely as suretysurety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Parent, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative AgentAgent and/or the other Guaranteed Creditors, as agent for the benefit of the Guaranteed Partiesor order, the punctual and complete payment and performance when due (whether at the stated maturityon demand, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay together with any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any other Guaranteed Party of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower), then and in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor event Parent agrees that the Obligations may at any time and from time to time exceed the amount such judgment, decree, order, settlement or compromise shall be binding upon Parent, notwithstanding any revocation of the this Parent Guaranty or other instrument evidencing any liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations and Parent shall be deemed and remain liable to modify, reduce, release the aforesaid payees hereunder for the amount so repaid or otherwise affect recovered to the liability of any Guarantor hereunder, which shall, notwithstanding same extent as if such amount had never originally been received by any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedpayee. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentBuyer and its successors, as agent for indorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto, the Sellers may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any BorrowerSeller, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowera Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until both the Obligations under the Credit Documents are paid in full and performed in fullthe Master Repurchase Agreement is terminated (such date, the Commitments are terminated“Expiration Date”). (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (fe) If acceleration The Guarantor hereby waives any right of subrogation or ability to proceed against any Person until all amounts owed to the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable Buyer by the Guarantors hereunder forthwith on demand by the Administrative AgentGuarantor pursuant to this Guaranty are paid in full.

Guaranty. (a) Subject to the provisions The Guarantor, as guarantor of Section 8payment and performance and not merely as surety or guarantor of collection, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative Agent, as agent for the benefit of the Guaranteed PartiesLender and its successors and permitted assigns, the punctual prompt and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a all Obligations of such Borrower fails to pay or perform under the Credit Agreement and the other Loan Documents (the “Guaranteed Obligations”); provided, that the Guaranteed Obligations shall not at any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform time be reduced by operation of Section 10.18 of the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentAgreement. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of external counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Lender in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty, the Parent Pledge Agreement or the Parent Deed of Charge. This Guaranty shall remain in full force and effect until the Obligations are paid in full and the obligation of the Lender to make Loans under the Credit Agreement shall be terminated, notwithstanding that from time to time prior thereto each Borrower may be free from any Obligations. (c) Each The Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (d) No payment or payments made by any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Guaranteed Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations are paid in full and the obligation of the Lender to make Loans under the Credit Documents are paid and performed in full, the Commitments are Agreement shall be terminated. (e) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Lender on account of its liability hereunder, it will notify the Administrative Agent Lender in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as a primary obligor and not merely as only a surety, guaranties to the Administrative Agent, as agent for the benefit of itself and of the Guaranteed PartiesLenders, and their respective successors, indorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a the Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of no event exceed the Obligations and/or enforcing any rights with respect to, or collecting against, amount which can be guarantied by such Guarantor under this Guarantyapplicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Guaranty Section 2 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (d) The guaranty contained in this Section 2 shall remain in full force and effect until all of the Secured Obligations shall have been Paid in Full. (e) No payment or payments made by any Borrowerthe Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrowerthe Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor in respect of the Secured Obligations or payments any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations under the Credit Documents are paid and performed Paid in full, the Commitments are terminatedFull. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyers the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the VF1 Repurchase Agreement and (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Sellers may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Sellers or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyers from any Borrower, any of the Guarantors, any other guarantor Sellers or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor ▇▇▇▇▇▇▇▇▇ agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyers on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyers in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentBuyer and its successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any BorrowerSeller, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Sellers, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are Repurchase Agreement is terminated. (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees, irrevocably (except as primary obligor and not merely as surety, otherwise provided in Section 5.13) guaranties to the Administrative Agent, as agent for the ratable benefit of the Guaranteed PartiesLenders and their respective successors, indorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable documented expenses (including all including, without limitation, the reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor the Borrower under this Guaranty; provided, however, that the Guarantor shall not be liable for the fees and expenses of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among such Persons, and in such case, not more than two separate firms) in connection with any one such action or any separate, but substantially similar or related actions in the same jurisdiction, nor shall the Guarantor be liable for any settlement or proceeding effected without the Guarantor’s written consent. This Guaranty shall remain in full force and effect until the occurrence of a Termination Event. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Borrower or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrower, any of the Guarantors, any other guarantor Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedoccurrence of a Termination Event. (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject The Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyer the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by any Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable and documented expenses (including including, without limitation, all reasonable and documented fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Sellers may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Sellers or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Sellers or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor’s liability hereunder, it the Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to HRP the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the GranCare Companies (and each of them), when due (whether at the stated maturity, by acceleration or otherwise) ), of each Obligationthe Obligations. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counselcounsel to HRP) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party HRP in enforcing, or obtaining advice of counsel in respect of, any of its rights with respect tounder this Guaranty. This Guaranty is a guaranty of payment and not of collectibility and is absolute and in no way conditional or contingent. The Guarantor's liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by any GranCare Company of any Obligation without requiring HRP to resort to any other Person (including without limitation such GranCare Company) or any other right, remedy or collecting, any or all collateral. This Guaranty shall remain in full force and effect until the Obligations are paid in full. Notwithstanding the aggregate amount of the Obligations and/or enforcing at any rights with time or from time to time payable or to be payable by the GranCare Companies to HRP, the liability of the Guarantor to HRP under this Section 2 shall not exceed the principal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect toof such principal sum; provided that whenever, at any time, or collecting againstfrom time to time, Guarantor shall make any payment to HRP on account of its liability hereunder, it will notify HRP in writing that such Guarantor payment is made under this Guaranty. (c) Each Guaranty for such purpose. The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party HRP hereunder. (d) . No payment or payments made by any Borrower, any of the Guarantors, any other guarantor GranCare Company or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party HRP from any Borrower, any of the Guarantors, any other guarantor GranCare Company or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedfull (but subject as provided in this paragraph). (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for Beneficiaries the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Owner Participant when due of all payment obligations of the Owner Participant under the Operative Agreements without offset or deduction and the timely performance of all other obligations of the Owner Participant thereunder (whether at such payment and other obligations, the stated maturity"Obligations"), by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform and the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all including, without limitation, reasonable fees and disbursements expenses of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party Beneficiaries in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. (c) Each . The Guarantor agrees will not exercise any rights that it may now or hereafter acquire against Owner Participant that arise from the Obligations may at any time and from time to time exceed the amount existence, payment, performance or enforcement of the liability of such Guarantor hereunder without impairing Guarantor's Obligations under this Guaranty or affecting the rights Operative Agreements, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and remedies any right to participate in any claim or remedy of the Administrative Agent any Beneficiary against Owner Participant or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Owner Participant, directly or indirectly, in cash or other Guaranteed Party hereunder. (d) No payment property or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation in any other manner, payment or application security on account of such claim, remedy or right, unless and until all of the Obligations have been performed in full and all other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time or from time prior to time the final payment in reduction of or full in payment cash of the Obligations and all other amounts payable under this Guaranty, such amount shall be deemed to modify, reduce, release or otherwise affect held in trust for the liability benefit of any Guarantor hereunderBeneficiary and shall forthwith be paid to such Beneficiary to be credited and applied to the Obligations and all other amounts payable under this Guaranty, which shallwhether matured or unmatured, notwithstanding any such payment or payments other than payments made by such Guarantor in respect accordance with the terms of the Operative Agreements, or to be held as collateral for any Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made amounts payable under this Guaranty for such purposethereafter arising. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. From and after the Closing Date (a) Subject to as such term is defined in the provisions of Section 8Purchase Agreement), each of the Guarantors hereby, jointly and severallyGuarantor absolutely, unconditionally and irrevocably, irrevocably guarantees, as primary a principal obligor and not merely as surety, to Landlord, the Administrative Agentfull, as agent for the benefit timely and unconditional payment and performance, of the Guaranteed PartiesObligations strictly in accordance with the terms of the Purchase Agreement and the Access Agreement, the punctual and complete as such Guaranteed Obligations may be modified, amended, extended or renewed from time to time. This is a Guaranty of payment and performance when due (whether at the stated maturity, by acceleration or otherwise) and not merely of each Obligationcollection. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith Guarantor is primarily liable for and responsible for the payment and performance of the Guaranteed Obligations. Guarantor shall be bound by all of the provisions, terms, conditions, restrictions and limitations contained in the Purchase Agreement and the Access Agreement with respect to the Construction Work which are to be observed or performed by Seller, the same as if Guarantor was named therein as Seller with joint and several liability with Seller, and any remedies that Landlord has under the Purchase Agreement and Access Agreement against Seller for failure to complete the Construction Work in accordance with the terms and conditions therein shall apply to Guarantor as well. If Seller defaults in the payment of any Guaranteed Obligation, Guarantor shall in lawful money of the United States, pay to Landlord on demand pay the amount due and owing. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or perform breach of the relevant Obligation Purchase Agreement and/or Access Agreement. The obligations of Guarantor under this Guaranty are independent of the obligations of Seller, Tenant or any other guarantor. Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects and shall be the place separate and in independent undertaking of Guarantor without regard to the manner specified in genuineness, validity, legality or enforceability of the relevant Credit Document. Purchase Agreement and/or the Access Agreement, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (bincluding, without limitation, Seller) Each relating to this Guaranty or the obligations or liabilities of Guarantor further agrees to pay hereunder. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all reasonable expenses (including all reasonable fees and disbursements rights it may have to assert any defense, set-off, counterclaim or cross-claim of counsel) that may be paid any nature whatsoever with respect to this Guaranty or incurred by the Administrative Agent obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other Guaranteed Party in enforcingperson or entity (including, without limitation, Seller) relating to this Guaranty or obtaining advice the obligations or liabilities of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. The obligations of Guarantor under this Guaranty shall be continuing and irrevocable (a) during any set-off period of time when the liability of Seller under the Purchase Agreement and/or Access Agreement continues, and (b) until all of the Guaranteed Obligations have been fully discharged by payment, performance or appropriation or application compliance. If at any time all or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability any part of any payment received by Landlord from Seller or Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made person under or with respect to this Guaranty for such purpose. (f) If acceleration has been refunded or rescinded pursuant to any court order, or declared to be fraudulent or preferential, or are set aside or otherwise are required to be repaid to Seller, its estate, trustee, receiver or any other party, including as a result of the time for payment insolvency, bankruptcy or reorganization of Seller or any Obligation by a Borrower is stayed by reason other party (an "Invalidated Payment"), then Guarantor's obligations under the Guaranty shall, to the extent of such Invalidated Payment be reinstated and deemed to have continued in existence as of the insolvency date that the original payment occurred. This Guaranty shall not be affected or receivership of such Borrower limited in any manner by whether Seller may be liable, with respect to the Guaranteed Obligations individually, jointly with other primarily, or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agentsecondarily.

Guaranty. (ai) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, Guaranty to the Administrative AgentPurchasers and their respective successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (bii) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of no event exceed the Obligations and/or enforcing any rights with respect to, or collecting against, amount which can be guaranteed by such Guarantor under this Guarantyapplicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (ciii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the Guaranty contained in this Guaranty Section 2 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Purchaser hereunder. (div) The Guaranty contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the Guaranty contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment or payments made by any the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Purchasers from any the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor in respect of the Obligations or payments any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are indefeasibly paid and performed in full, the Commitments are terminated. (evi) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment Notwithstanding anything to the Administrative Agent or contrary in this Guaranty, with respect to any other Guaranteed Party on account defaulted non-monetary Obligations the specific performance of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable which by the Guarantors hereunder forthwith is not reasonably possible, the Guarantors shall only be liable for making the Purchasers whole on demand by a monetary basis for the Administrative AgentBorrower' failure to perform such Obligations in accordance with the Transaction Documents.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for Beneficiaries the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Transferee when due of all payment obligations of the Transferee under the Operative Agreements without offset or deduction and the timely performance of all other obligations of the Transferee thereunder (whether at such payment and other obligations, the stated maturity"Obligations"), by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform and the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all including, without limitation, reasonable fees and disbursements expenses of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party Beneficiaries in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. (c) Each . The Guarantor agrees will not exercise any rights that it may now or hereafter acquire against Transferee that arise from the Obligations may at any time and from time to time exceed the amount existence, payment, performance or enforcement of the liability Guarantor's Obligations under this Guaranty, the Transferred Interest or the Operative Agreements, including, without limitation, any right of such Guarantor hereunder without impairing this Guaranty subrogation, reimbursement, exoneration, contribution or affecting the rights indemnification and remedies any right to participate in any claim or remedy of the Administrative Agent any Beneficiary against Transferee or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Transferee, directly or indirectly, in cash or other Guaranteed Party hereunder. (d) No payment property or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation in any other manner, payment or application security on account of such claim, remedy or right, unless and until all of the Obligations have been performed in full and all other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time or from time prior to time the final payment in reduction of or full in payment cash of the Obligations and all other amounts payable under this Guaranty, such amount shall be deemed to modify, reduce, release or otherwise affect held in trust for the liability benefit of any Guarantor hereunderBeneficiary and shall forthwith be paid to such Beneficiary to be credited and applied to the Obligations and all other amounts payable under this Guaranty, which shallwhether matured or unmatured, notwithstanding any such payment or payments other than payments made by such Guarantor in respect accordance with the terms of the Operative Agreements, or to be held as collateral for any Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made amounts payable under this Guaranty for such purposethereafter arising. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative Collateral Agent, as agent for the ratable benefit of the Guaranteed PartiesSecured Creditors, and to the punctual Secured Creditors the prompt and complete payment and performance when due and payable (whether at the stated maturity, by acceleration or otherwise) of all Obligations of the Borrower and each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant other Credit DocumentParty. (b) Each Guarantor further and each Secured Creditor (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that the guaranty made by the Guarantors not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Obligations guaranteed by such Guarantor shall be limited to pay any such amount as will, after giving effect to such maximum amount and all reasonable expenses other (including all reasonable fees and disbursements contingent or otherwise) liabilities of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor that are relevant under this Guarantysuch laws, not constitute a fraudulent transfer or conveyance for purposes of such laws. (c) Each Guarantor agrees that the Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Guaranty Article II or affecting the rights and remedies of the Administrative Collateral Agent or any other Guaranteed Party Secured Creditor hereunder. (d) No payment or payments made by any the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Guaranteed Party Secured Creditor from any the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder (other than by, and only to the extent of, but without prejudice to Section 2.04, reducing the amount of Obligations guaranteed hereunder, ) which Guarantor shall, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor in respect of the Obligations or payments any payment received or collected from such Guarantor in respect of any of the Obligations), remain liable for the Obligations guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until (but subject to Section 2.04 in the case of following clause (i)) the earlier to occur of (i) the first date on which all the Loans and all other Obligations under the Credit Documents then due and owing, are paid in full in cash and performed in full, the Commitments are terminated. Total Commitment has been terminated or (eii) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership release of such Borrower or otherwise, all Obligations otherwise subject to acceleration under Guarantor from this Agreement in accordance with the terms express provisions of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentSection 7.13(b) hereof.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedterminated and no Letters of Credit shall be outstanding. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Guarantor hereby unconditionally and irrevocably guarantees to Buyer and its successors and permitted indorsees, transferees and assigns, the provisions due and punctual payment of Section 8, each all of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual and complete payment and performance when due Guarantor Obligations (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document). (b) Each Guarantor further agrees to pay any and as directed by Buyer all reasonable third-party out-of-pocket costs and expenses (including all reasonable legal, accounting and advisory fees and disbursements of counselexpenses) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, enforcing or obtaining advice of counsel in respect of, of any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount shall make payment of the liability of such Guarantor Obligations and other amounts payable by Guarantor hereunder without impairing promptly upon written demand therefor (and in any event within five (5) Business Days), in compliance with this Guaranty Guaranty. Buyer shall not be required to seek payment or affecting the rights and remedies of the Administrative Agent performance from any Seller or any other Guaranteed Party hereunderperson or entity or to seek any other recourse prior to demanding payment of the Guarantor Obligations from Guarantor. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guarantor Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunderhereunder until all of the Repurchase Obligations have been paid in full; provided, which shallthat Buyer shall not be entitled to double recovery. Guarantor shall remain liable under this Guaranty until the Repurchase Obligations are satisfied and paid in full and the Master Repurchase Agreement and the other Repurchase Documents are terminated, notwithstanding any such payment or payments other than payments made by such Guarantor referred to in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedforegoing sentence. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentBuyer and its successors, as agent for endorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto either or both Sellers may be free from any Obligations. (c) Each The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Buyer hereunder. (d) No payment or payments made by any Borrowerthe Sellers, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Sellers, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are Master Repurchase Agreement is terminated. (e) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration The Guarantor’s liability hereunder on any date of determination with respect to all Purchased Assets owned by Buyers on such date shall not exceed the Maximum Recourse Amount set forth in Section 19 of the time for payment Master Repurchase Agreement; provided that such Maximum Recourse Amount shall not (i) constitute a waiver, release or impairment of any Obligation obligation evidenced or secured by the Program Documents; (ii) impair the right of Buyers to name the Guarantor or a Borrower is stayed by reason of the insolvency Seller as a party or receivership of such Borrower defendant in any action or otherwise, all Obligations otherwise subject to acceleration suit for judicial foreclosure and sale under the terms Program Documents; (iii) impair the right of Buyers to obtain the appointment of a receiver; (iv) impair the right of Buyers to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by the Guarantor or a Seller or any other person or entity in connection with the Program Documents; (v) impair the right of Buyers to obtain payments on the Purchased Assets received by the Guarantor or a Seller after the occurrence of an Event of Default; (vi) impair the right of Buyers to bring suit (and seek a money judgment therein) with respect to any misappropriation by the Guarantor or a Seller of payments collected in advance with respect to the Purchased Securities; or (vii) impair the right of Buyers to apply to losses arising out of any Credit Document shall nonetheless be payable misrepresentation, willful misconduct or fraud by the Guarantors hereunder forthwith on demand by the Administrative AgentGuarantor or a Seller or any of their agents or employees, any suit or money judgment related thereto.

Guaranty. (a) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantee to the Administrative AgentBuyer and its successors, as agent for endorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor The Guarantors further agrees agree to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto either or both Sellers may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Buyer hereunder. (d) No payment or payments made by any Borrowerthe Sellers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Sellers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor the Guarantors in respect of the Obligations or payments received or collected from such Guarantor the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are Master Repurchase Agreement is terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration Each Guarantor shall be jointly and severally liable to the Buyer for all obligations of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agentguarantors hereunder.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentBuyers and their successors, as agent for endorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyers in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto any of the Sellers may be free from any Obligations. (c) Each The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Buyers hereunder. (d) No payment or payments made by any Borrowerthe Sellers, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyers from any Borrowerthe Sellers, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are Master Repurchase Agreement is terminated. (e) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyers on account of its liability hereunder, it will notify the Administrative Agent Buyers in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration Notwithstanding any provision of this Guaranty to the contrary, the aggregate liability of Sellers and Guarantor under the Program Documents (including, without limitation, this Guaranty) on any date of determination with respect to all Purchased Securities owned by Buyers on such date shall be limited as set forth in Section 19 of the time for payment Master Repurchase Agreement; provided that such limitation shall not (i) constitute a waiver, release or impairment of any Obligation obligation evidenced or secured by the Program Documents; (ii) impair the right of Buyers to name the Guarantor or a Borrower is stayed by reason of the insolvency Seller as a party or receivership of such Borrower defendant in any action or otherwise, all Obligations otherwise subject to acceleration suit for judicial foreclosure and sale under the terms Program Documents; (iii) impair the right of Buyers to obtain the appointment of a receiver; (iv) impair the right of Buyers to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by the Guarantor or a Seller or any other person or entity in connection with the Program Documents; (v) impair the right of Buyers to obtain payments on the Purchased Securities received by the Guarantor or a Seller after the occurrence of an Event of Default; (vi) impair the right of Buyers to bring suit (and seek a money judgment therein) with respect to any misappropriation by the Guarantor or a Seller of payments collected in advance with respect to the Purchased Securities; or (vii) impair the right of Buyers to apply to losses arising out of any Credit Document shall nonetheless be payable misrepresentation, willful misconduct or fraud by the Guarantors hereunder forthwith on demand by the Administrative AgentGuarantor or a Seller or any of their agents or employees, any suit or money judgment related thereto.

Guaranty. (a) Subject The Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyer the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable and documented expenses (including including, without limitation, all reasonable and documented fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor’s liability hereunder, it the Guarantor will notify the Administrative Agent Buyer in writing in accordance with Section 20 of the Repurchase Agreement that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severallyGuarantor hereby absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to the Administrative AgentBeneficiaries the due and timely performance (including, as agent for the benefit of the Guaranteed Partieswithout limitation, the punctual full and complete prompt payment and performance when due (due, whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when dueall of the Obligations, each Guarantor agrees that it will forthwith on demand pay or perform and the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all including, without limitation, reasonable attorney's fees and disbursements of counselexpenses) that which may be paid or incurred by the Administrative Agent Beneficiaries in enforcing or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of collecting the Obligations and/or enforcing any rights with respect to, or collecting against, such to Guarantor under this Guaranty. The agreements and other obligations of Guarantor under this Guaranty (i) shall be absolute, unconditional and irrevocable, irrespective (by way of example only) of the validity, legality or enforceability of the Acquisition Agreement and/or each Transaction Agreement, in whole or in part; and (ii) shall be continuing and remain in full force and effect until the full and complete indefeasible performance or indefeasible payment in full of the Obligations and performance of Guarantor of its agreements contained in this Guaranty. (cb) Each Without limiting the provisions of Section 2(a) hereof, the agreements and other obligations of Guarantor agrees that under this Guaranty shall not be affected, modified or in any other manner impaired upon the happening, in whole or in part, of any event or circumstance which could otherwise constitute a legal or equitable discharge or defense in whole or in part (other than full and complete performance or payment in full of the Obligations may and by Guarantor of its agreements contained in this Guaranty) of any Obligor or other guarantor, whether or not any one or more such events or circumstances occur at any time and one or more times and/or from time to time exceed time, and whether or not with notice to, or the amount consent of, Guarantor. Guarantor hereby absolutely, unconditionally and irrevocably consents to (without, by way of example only, any reservation of rights on behalf of Guarantor and without requirement for notice to or further assent by Guarantor, all of which Guarantor hereby waives) each and all of the liability actions and omissions contemplated by the provisions of such Guarantor hereunder this Section 2(b) including, without impairing this Guaranty limitation, any one or affecting the rights and remedies more of the Administrative Agent following: (i) the compromise, surrender, settlement, acceleration, rescission of acceleration, release or termination of any or all of the Obligations; (ii) the modification, acceleration, amendment, compromise, renewal, extension or other supplementation of (including, without limitation, any termination of) any aspect of the Obligations or any provision of the Acquisition Agreement and/or any other Transaction Agreement; (iii) any failure, omission, delay or lack of diligence on the part of the Beneficiaries to enforce, assert or exercise any right, power or remedy conferred on the Beneficiaries in the Acquisition Agreement and/or any other Transaction Agreement (including, without limitation, any failure by any Beneficiaries to preserve any or all of its rights, including, without limitation, the actions and omissions referred to in Section 2(b)(v) of this Guaranty), or any other Guaranteed Party hereunderact or acts on the part of the Beneficiaries; (iv) the release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law; and (v) failure to protect, secure, perfect, continue the perfection of or insure, in whole or in part, any collateral or other security, if any, now existing or hereafter obtained in respect of the Obligations. (dc) No Guarantor waives diligence, presentment, protest, demand for payment and notice of default or payments made by nonpayment to or upon each Obligor and/or Guarantor with respect to the Obligations. Without limiting the other provisions of this Section 2, this Guaranty shall be construed as a continuing, absolute and unconditional guaranty of performance and payment without regard to the validity, regularity or enforceability of any Borrower, any of the Guarantors, any other guarantor Obligations or any other Person collateral security therefor (if any) or received other guaranty thereof (if any) or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any right of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application offset with respect thereto at any time or from time to time held by the Beneficiaries and without regard to any defense, set-off or counterclaim which may at any time be available to or be asserted by any Obligor or Guarantor against the Beneficiaries (other than performance or payment in reduction full of the Obligations), or any other circumstance whatsoever (with or without notice to or knowledge of Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the obligations of Guarantor under this Guaranty, in bankruptcy or in payment any other instance, and the obligations and liabilities of Guarantor hereunder shall not be conditioned or contingent upon the Obligations shall be deemed to modify, reduce, release pursuit by the Beneficiaries or otherwise affect the liability any other Person at any time of any Guarantor hereunder, right or remedy against any Obligor or against any other Person (if any) which shall, notwithstanding any such payment may be or payments other than payments made by such Guarantor become liable in respect of all or any part of the Obligations or payments received against any collateral security therefor or collected from such Guarantor in guaranty thereof or right of offset with respect thereto (if any). This Guaranty is not merely a guaranty of collection and the obligations of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid primary and performed in full, the Commitments are terminatedthis guaranty constitutes a guaranty of payment. (ed) Each Guarantor agrees that wheneverThis Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time, time any performance or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency Obligations or receivership any of such Borrower the agreements of Guarantor contained in this Guaranty is rescinded or, in the case of payments, must otherwise be returned for any reason (including, without limitation, the insolvency, bankruptcy or otherwise, all Obligations otherwise subject to acceleration under the terms reorganization of any Credit Document shall nonetheless be payable by Obligor or Guarantor) all as though such payment had not been made, notwithstanding anything to the Guarantors hereunder forthwith on demand by the Administrative Agentcontrary in this Guaranty.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for For the benefit of each Person to whom the Guaranteed PartiesLessee owes any payment or other obligation under the Operative Documents (each a "Guaranty Party"), -------------- Guarantor irrevocably and unconditionally guarantees the punctual full and complete prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform Lease Payments, Supplemental Payments and any Obligation when dueinterest due thereon and of all obligations and liabilities (including, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable without limitation, indemnities, fees and disbursements interest thereon) of counsel) that may be paid Lessee now existing or hereafter incurred by the Administrative Agent under, arising out of or in connection with this Agreement or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights Operative Document and the due performance and compliance by Lessee with respect to, or collecting, any or all the terms of the Obligations and/or enforcing any rights with respect toLease Agreement and the Operative Documents binding on Lessee (all such payments, or collecting againstinterest, such obligations and liabilities, collectively, the "Guaranteed Obligations"). All payments by ----------------------- Guarantor under this Guaranty. guaranty shall be made on the same basis as payments by Lessee under the Operative Documents. Guarantor hereby waives notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liability, suit or taking of other action by an Guaranty Party against, and any other notice to, any party liable thereon (c) Each including such Guarantor agrees that the Obligations or any other guarantor). Any Guaranty Party may at any time and from time to time exceed unless otherwise prohibited under the amount Operative Documents without the consent of, or notice to Guarantor, without incurring responsibility to Guarantor and without impairing or releasing the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent Guaranteed Obligations, any security therefor, or any other liability incurred directly or indirectly in respect therof, and the guaranty herein made shall apply to the Guaranteed Party Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liability is (including any of those hereunder.) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against; (c) exercise or refrain from exercising any rights against Lessee or others or otherwise act or refrain from acting; (d) No payment settle or payments made compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof; (e) apply any sums by whomsoever paid or howsoever realized to any Borrowerliability or liabilities of Lessee to any Guaranty Party regardless of what liabilities or liabilities of Lessee remain unpaid; and/or (f) consent to or waive any breach of, or any act, omission or default under, any of the GuarantorsOperative Documents or otherwise amend, modify or supplement any of the Operative Documents or any of such other instruments or agreements. The obligations of Guarantor under this Section 8 are absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any other guarantor circumstance or ocurrence whatsoever, including,without limitation (i) any action or inaction by any Guaranty Party; or (ii) any invalidity, irregularity or unenforceability of all or part of the Guaranteed Obligations or of any security therefor. The obligations under this Section 8 are primary obligations of Guarantor. If and to the extent that Guarantor makes any payment to any Guaranty Party or to any other Person pursuant to or received in respect of this Section 8, any claim which Guarantor may have against Lessee by reason thereof shall be subject and subordinate to the prior payment in full of the Guaranteed Obligations. The obligations under this Section 8 are continuing and all liabilities to which they apply or collected by may apply under the Administrative Agent terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Guaranty Party in exercising any right, power or privilege hereunder and no course of dealing between Guarantor, any Guaranty Party or the holder of any Tranche A Note or Tranche B Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights, powers and remedies herein expressly provided are cumulative and not exclusive of any rights, powers and remedies which any Guaranty Party would otherwise have. No notice to or demand on Guarantor in any case shall entitle Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Guaranty Party to any other or further action in any circumstances without notice or demand. This guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any other Guaranteed Party from any Borrowerpart thereof, or of any of the GuarantorsGuaranteed Obligations is rescinded or must otherwise be restored or returned by the Guaranty Parties upon the insolvency, any other guarantor bankruptcy, dissolution, liquidation or reorganization of Lessee or Guarantor, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, Lessee or Guarantor or any other Person by virtue substantial part of its property, all as though such payment had not been made and any action statute of limitations in favor of Guarantor against any Guaranty Party relating to any such amount to be restored or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations returned shall be tolled, or deemed to modifyhave been tolled, reduceto the extent permitted by law, release or otherwise affect during the liability of any Guarantor hereunder, which shall, notwithstanding any period from the date such payment or payments other than payments was made by to such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder Guaranty Party until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminateddate such Guaranty Party so restores or returns such amount. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to Buyer the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails the Obligations in an amount not to pay or perform any Obligation when dueexceed, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in aggregate for the relevant Credit DocumentObligations, the Maximum Guarantee Amount. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement and (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyers the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the latest of (i) the termination of the Series 2016-MSRVF1 Repurchase Agreement, (ii) the termination of the Series 2020-SPIADVF1 Repurchase Agreement and (iii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyers from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor ▇▇▇▇▇▇▇▇▇ agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyers on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyers in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Each Co-Borrower hereby unconditionally guarantees to the provisions of Section 8Banks, each the Issuing Bank and the Agent and their respective permitted successors and assigns and the subsequent holders of the Guarantors herebyNotes, jointly irrespective of the validity and severallyenforceability of this Agreement, unconditionally the Notes, or the other Loan Documents or the obligations of any other Co-Borrower or other guarantor thereunder, the value or sufficiency of any Collateral or any other circumstance that might otherwise affect the liability of a guarantor, that: (i) the principal of and irrevocablyinterest on the Loans made to any other Co-Borrower, guaranteesany Note executed by any other Co-Borrower, as primary obligor and not merely as suretyall other obligations of any other Co-Borrower arising from, in connection with or related to any Loan to such other Co-Borrower, including, without limitation, breakage costs pursuant to Section 2.10 hereof, taxes, fees, and any and all expenses which may be incurred by the Administrative Agent, as agent for the benefit of the Guaranteed PartiesIssuing Bank or any Bank in enforcing or collecting any rights arising in connection with such Loans (collectively, the punctual and complete payment and performance "Co-Borrower Loan Obligations"), shall be promptly paid in full when due (due, whether at the stated maturity, by acceleration or otherwise, in accordance with the terms hereof and thereof; and (ii) in case of each Obligationany extension of time of payment or renewal of any Note executed by any other Co-Borrower, or any of such Co-Borrower Loan Obligations, the same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. If a Failing payment when due of any amount so guaranteed for whatever reason, such Co-Borrower fails will be obligated to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Documentsame immediately. (b) Each Guarantor Co-Borrower hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each Co-Borrower further agrees that, as between such Co-Borrower, on the one hand, and the Agent, the Issuing Bank and the Banks, on the other hand, (i) the maturity of the Co-Borrower Loan Obligations guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Co-Borrower Loan Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Co-Borrower Loan Obligations as provided in Section 8.2 hereof, such Co-Borrower Loan Obligations (whether or not due and payable) shall forthwith become due and payable by each Co-Borrower for purposes of this guarantee. The obligations of each Co-Borrower under this Section 2.15 shall be automatically reinstated if and to pay the extent that for any reason any payment by or on behalf of any other Co-Borrower is rescinded or must otherwise be restored by any holder of any of the Co- Borrower Loan Obligations guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and all each Co-Borrower agrees that it will indemnify the Issuing Bank, the Banks and the Agent on demand for actual and 38 reasonable costs and expenses (including all including, without limitation, reasonable fees and disbursements expenses of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcingIssuing Bank, the Banks, or obtaining advice of counsel the Agent in respect of, any rights connection with respect to, such rescission or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantyrestoration. (c) Each Guarantor agrees that The guaranty of each Co-Borrower set forth herein shall remain in full force and effect until the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) are indefeasibly paid in full. No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Co-Borrower or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Bank from any Borrower, any of the Guarantors, any other guarantor Co- Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Co-Borrower Loan Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereundersuch Co-Borrower pursuant to this Section 2.15, which liability shall, notwithstanding any such payment or payments payments, other than payments made by such Guarantor Co-Borrower in respect of the Obligations or payments received or collected from such Guarantor in respect of the Co-Borrower Loan Obligations, remain liable for the Co-Borrower Loan Obligations up to the maximum liability of such Guarantor hereunder until the Co-Borrower Loan Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) . Each Guarantor Co- Borrower agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Bank on account of its liability hereunderunder this Section 2.15, it will notify the Administrative Agent in writing that such payment is made under its guaranty obligations of this Guaranty Section 2.15 for such purpose. Anything herein, or in any other Loan Document, to the contrary notwithstanding, the maximum liability of each Co-Borrower under this Section 2.15 shall in no event exceed the amount which can be guaranteed by such Co-Borrower under applicable federal or state laws relating to the insolvency of debtors. (d) Without in any manner limiting the generality of the foregoing, each Co-Borrower agrees that the Agent, the Majority Banks or the Banks may, in accordance with Section 10.3 hereof, from time to time, consent to any action or non-action of any Co-Borrower which, in the absence of such consent, violates or may violate this Agreement, with or without consideration, on such terms and conditions as may be acceptable to the Agent, the Majority Banks and the Banks, without in any manner affecting or impairing the liability of any other Co-Borrower hereunder. Each Co-Borrower waives any defense arising by reason of any inability to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies. Each Co-Borrower authorizes the Agent and Banks, without notice or demand and without affecting such Co-Borrower's liability hereunder or under any of the other Loan Documents, from time to time to: (i) renew, extend, accelerate or otherwise change the time or place for payment of, or otherwise change the terms of, the Notes or the Obligations or any part thereof including, without limitation, increase or decrease of the rate of interest thereon; (ii) take and hold security, and exchange, enforce, waive and release any collateral or security or any part thereof or any such other security or surrender, modify, impair, change, alter, renew, continue, compromise or release in whole or in part of any such security, or fail to perfect its interest in any such security or to establish its priority with respect thereof; (iii) apply such security and direct the order or manner or sale thereof as the Agent and Majority Banks in their sole discretion may determine; (iv) release or substitute any other Co-Borrower, in whole or in part or any of the endorsers or guarantors of the Obligations or any part thereof; (v) settle or compromise any or all of the 39 Obligations with any other Co-Borrower or any endorser or guarantor of the Obligations; and (vi) subordinate any or all of the Obligations to any other obligations of or claim against any other Co-Borrower, whether owing to or existing in favor of the Agent or the Banks or any other party. (e) The Agent, the Majority Banks or the Banks, as the case may be, may, at their election, exercise any right or remedy they may have against any Co-Borrower or any security now or hereafter held by or for the benefit of the Agent or the Banks including, without limitation, the right to foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any way the liability of any other Co-Borrower hereunder, except to the extent the Obligations may thereby be paid. Each Co-Borrower waives any defense arising out of the absence, impairment or loss of any right of reimbursement or other right or remedy against any other Co-Borrower or any such security, whether resulting from the election by the Agent, the Banks or the Majority Banks to exercise any right or remedy they may have against any other Co-Borrower, any defect in, failure of, or loss or absence of priority with respect to the interest of the Agent or the Banks in such security, or otherwise. In the event that any foreclosure sale is deemed to be not commercially reasonable, each Co-Borrower waives any right that it may have to have any portion of the Obligations discharged except to the extent of the amount actually bid and received by the Banks at any such sale. Neither the Agent nor any Bank shall be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. (f) If acceleration Each Co-Borrower waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof, to the extent permitted by law. Any part performance of the time for payment Obligations by a Co-Borrower, or any other event or circumstances, which operate to toll any statute of limitations as to such Co-Borrower, shall not operate to toll the statute of limitations as to any other Co-Borrower. Each Co-Borrower waives any defense arising by reason of any Obligation by a disability or other defense of any other Co-Borrower is stayed or by reason of the insolvency or receivership cessation from any cause whatsoever of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms liability of any Credit Document shall nonetheless be payable by other Co-Borrower. Each Co-Borrower waives any setoff, defense or counterclaim which any other Co-Borrower may have or claim to have against the Guarantors hereunder forthwith on demand by Agent or the Administrative AgentBanks.

Guaranty. (a) Subject The Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the provisions Lender, and becomes surety for, the complete, due and punctual payment of Section 8the Obligations, and for the complete, due and punctual performance by the Borrower of each of the Guarantors hereby, jointly other terms and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit provisions of the Guaranteed PartiesCredit Agreement, the punctual Notes and complete payment the other Loan Documents as and performance when the same shall become due (whether at the stated maturity, by acceleration or otherwise) according to the terms thereof. This is a guaranty of each Obligationpayment and not a guaranty of collection. If a In case of failure by the Borrower fails punctually to pay the Indebtedness guaranteed hereby, the Guarantor hereby unconditionally agrees to cause such payment to be made punctually as and when the same shall become due and payable, whether at maturity or perform by acceleration or otherwise, and as if such payment was made by the Borrower. The Lender shall not be required, as a condition of the liability of the Guarantor, to make any Obligation when duedemand upon, each or to pursue any of the rights of the Lender against the Borrower, or to pursue any rights which may be available to the Lender, with respect to any other Guarantor agrees that it will forthwith on demand pay or perform other Person who may be liable for the relevant Obligation at payment of any Indebtedness or obligation of the place Borrower to the Lender. This Guaranty shall remain in full force and in the manner specified in the relevant Credit Documenteffect until Final Payment has occurred. (b) Each The Guarantor further agrees that whenever, at any time or from time to pay time, the Guarantor shall make any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by payment to the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all Lender on account of the Obligations and/or enforcing any rights with respect toliability of the Guarantor hereunder, or collecting against, the Guarantor will notify the Lender in writing that such Guarantor payment is made under this GuarantyGuaranty for such purpose. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any the Borrower, any of the Guarantor, the other Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Lender from the Borrower, the Guarantor or any other Guaranteed Party from any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations Obligations, shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor or any other Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations (in accordance with the terms and provisions hereof) or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedFinal Payment has occurred. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. Guarantor hereby unconditionally, absolutely and irrevocably guarantees the due and prompt payment of the obligations of the Buyer to pay the Closing Payment, the Holdback Amount and to indemnify the Shareholder with respect to the Company’s payment obligations under the Operating Leases and the Sub-Lease (the “Guaranteed Obligations”). Guarantor hereby waives any rights of set-off against, defense to, or reduction of, the Guaranteed Obligations based upon any claim Guarantor may have against any other Person. It shall not be necessary for the Shareholder (and Guarantor hereby waives any rights which Guarantor may have to require the Shareholder), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against any other Person, (ii) join any other Person in any action seeking to enforce this Agreement, or (iii) resort to any other means of obtaining payment of the Guaranteed Obligations. The Shareholder shall not be required to take any action to reduce, collect or enforce the Guaranteed Obligations. Guarantor waives notice of: (a) Subject any amendment or modification of this Agreement or the Ancillary Agreements, (b) protest, proof of non-payment or default by the Buyer or any other Person, or (c) any other action at any time taken or omitted by the Shareholder, and, generally, all demands and notices of every kind. Guarantor agrees to the provisions of Section 8, each of the Guarantors herebyfollowing, jointly and severallyagrees that its obligations under this Guaranty shall not be released, unconditionally diminished, impaired, reduced or adversely affected by any of the following, and irrevocablywaives any common law, guaranteesequitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as primary obligor and not merely as suretya result of or in connection with (1) any renewal, to the Administrative Agentextension, as agent for the benefit increase, modification, alteration or rearrangement of all or any part of the Guaranteed PartiesObligations; (2) any insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, asset sale or transfer or change of structure or organization of Buyer, (3) the punctual and complete payment and performance when due (whether at the stated maturityinvalidity, by acceleration illegality or otherwise) unenforceability of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all part of the Obligations and/or enforcing Guaranteed Obligations, (4) any rights with respect to, full or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount partial release of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Buyer or any other Person or received any part thereof or collected by (5) any other action taken or omitted to be taken with respect to the Administrative Agent Guaranteed Obligations, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof. The guaranty set forth in this Guaranty is a continuing guaranty of payment, and it will not be discharged until, and will remain in full force and effect until, payment in full of the amounts required to be paid the Shareholder as provided for in this Agreement and the fulfillment of Buyer’s indemnification obligations as set forth above. Guarantor irrevocably waives, on behalf of itself and its successors and assigns, until payment in full of the Guaranteed Obligations, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or any other Guaranteed Party from any Borrowerrights that could accrue to a guarantor against a principal, any maker or obligor, and which Guarantor may have or hereafter acquire in connection with or as a result of the GuarantorsGuarantor’s execution, any other guarantor or any other Person by virtue delivery and/or performance of any action or proceeding or any set-off or appropriation or application at any time or from time this Guaranty. This waiver is intended to time in reduction of or in payment of the Obligations benefit Shareholder and shall be deemed to modify, reduce, release not limit or otherwise affect effect Guarantor’s liability hereunder or the liability enforceability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedthis Guaranty. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Each Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, Lender and each of its permitted indorsees, transferees and assigns the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Lender in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto there may not be any outstanding Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder. Each Guarantor shall remain liable for the Obligations until (i) the Obligations are satisfied and paid in full and (ii) the date on which any Guarantor hereunderpayment made to the Lender in respect of the Obligations shall no longer be subject to avoidance under the Bankruptcy Code (such date, which shallthe “Expiration Date”), notwithstanding any such payment or payments referred to in the foregoing sentence other than payments made by such Guarantor Guarantors in respect of the Obligations or payments received or collected from such Guarantor Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent Lender in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors Each Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentLender and its successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor Gurantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Lender in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor the Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor the Guarantors in respect of the Obligations or payments received or collected from such Guarantor the Guarantors in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor the Guarantors hereunder until the Obligations under the Credit Documents are paid in full and performed the Loan Agreement in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Lender on account of its liability hereunder, it will notify the Administrative Agent Lender in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to the Administrative Agent, as agent for Agent and each Buyer the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor shall pay additional amounts to, and indemnify, the Administrative Agent and Buyers (including for purposes of this Section 2, any assignee, successor or participant) with respect to Taxes (as defined in the Repurchase Agreement) imposed on payments pursuant to this Guaranty to the same extent as the Seller would have paid additional amounts and indemnified the Administrative Agent and Buyers with respect to Taxes under Section 11(e) of the Repurchase Agreement if the Guarantor were the Seller under the Repurchase Agreement. For the avoidance of doubt, any such payments are in addition to the Guarantor's obligation to pay any amounts required to be paid by the Seller to the Administrative Agent and Buyers. (c) The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party a Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. . This Guaranty shall remain in full force and effect until the later of (ci) Each Guarantor agrees that the termination of the Repurchase Agreement or (ii) the Obligations may at any time and are paid in full, notwithstanding that from time to time exceed prior thereto the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or Seller may be free from any other Guaranteed Party hereunderObligations. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party a Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it the Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party a Buyer on account of its the Guarantor’s liability hereunder, it the Guarantor will notify the Administrative Agent or such Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative Agent, as agent for the ratable benefit of the Guaranteed PartiesLenders and their respective successors, indorsees, transferees and assigns, the punctual prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations owing from time to time by any and each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentPerson other than such Guarantor. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of no event exceed the Obligations and/or enforcing any rights with respect to, or collecting against, amount which can be guaranteed by such Guarantor under this Guarantyapplicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Guaranty Section 2 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 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 the Borrower or any Designated Subsidiary Borrower may be free from any Obligations. (e) No payment or payments made by the Borrower or any Borrower, Designated Subsidiary Borrower or any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person Lender by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any payment made by such Guarantor in respect of the Obligations or payments any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject The Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyer the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller and the Trust Subsidiary when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable and documented out of pocket expenses (including including, without limitation, all reasonable and documented out of pocket fees and disbursements of external counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. (c) Each Guarantor agrees that This Guaranty shall remain in full force and effect until the later of: (i) the termination of the Repurchase Agreement; or (ii) the time at which the Obligations may at any time and are paid in full, notwithstanding that from time to time exceed prior thereto the amount of Seller and the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or Trust Subsidiary may be free from any other Guaranteed Party hereunderObligations. (d) No payment or payments made by any Borrowerthe Seller, any of the Guarantors, any other guarantor Trust Subsidiary or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Seller, any of the Guarantors, any other guarantor Trust Subsidiary or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time time, or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release release, or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each The Guarantor agrees that whenever, at any time, or from time to time, it the Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunderBuyer, it the Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. Guarantor hereby guarantees to the Seller Parties the full and prompt performance and payment of the Buyer’s obligations under this Agreement and the Transaction Documents (collectively, the “Guaranteed Obligations”). Any act of the Seller Parties consisting of a waiver of any of the terms, covenants or conditions of the Guaranteed Obligations, or the giving of any consent to any matter or thing relating to the Guaranteed Obligations, or the granting of any indulgences or extensions of time to the Buyer or Guarantor, may be done without notice to Guarantor and without releasing the obligations of Guarantor hereunder. The obligations of Guarantor hereunder shall not be released by any of the Seller Parties’ receipt, application or release of any security given for the payment, performance and observance of any of the Guaranteed Obligations. Similarly, the obligations of Guarantor hereunder shall not be released by any modification of any of the terms of the Guaranteed Obligations made by the Seller Parties and the Buyer, but in the case of any such modification, the liability of Guarantor shall be deemed modified in accordance with the terms of any such modification. The liability of Guarantor hereunder shall in no way be affected by (a) Subject to the provisions of Section 8, each release or discharge of the Guarantors herebyBuyer in any creditors’ receivership, jointly and severallybankruptcy or other proceedings, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid the impairment, limitation or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount modification of the liability of such Guarantor hereunder without impairing this Guaranty the Buyer or affecting the rights and remedies estate of the Administrative Agent Buyer in bankruptcy, or of any remedy for the enforcement of any of the Guaranteed Obligations resulting from the operation of any present or future provision of the Federal bankruptcy law or any other statute or the decision of any court, (c) the rejection or disaffirmance of any instrument, document or agreement evidencing any of the Guaranteed Party hereunder. Obligations in any such proceedings, (d) No payment the assignment or payments made by any Borrower, transfer of any of the GuarantorsGuaranteed Obligations by the Seller Parties, (e) the cessation from any other guarantor cause whatsoever of the liability of the Buyer with respect to the Guaranteed Obligations. This is a guaranty of payment and performance and not of collection. The liability of Guarantor hereunder shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Buyer or any other Person or received or collected by person, nor against any collateral available to the Administrative Agent Seller Parties. Guarantor hereby waives any right to require that an action be brought against Buyer or any other Guaranteed Party from person or to require that resort be had to any Borrower, any collateral in favor of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time Seller Parties prior to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor discharging its obligations hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, Each Guarantor hereby jointly and severally, unconditionally and irrevocably, guarantees, irrevocably guarantees as primary obligor and not merely as a surety, to the Administrative AgentLenders and any other Person holding any Obligations and each of their respective permitted indorsees, as agent for transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent Lenders or any other Guaranteed Party its agents, advisors or representatives, etc. in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor any of the Guarantors under this GuarantyAgreement. This Agreement shall remain in full force and effect until the Obligations are paid in full and the Loans are repaid, notwithstanding that from time to time prior thereto there may not be any outstanding Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person Person, or received or collected by the Administrative Agent or any other Guaranteed Party Lenders from any the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder. (d) Subject to Section 4.7 hereof, the Guaranty contained in this Section 2.1 shall remain in full force and effect and each Guarantor shall remain liable for the Obligations until (i) the Obligations are satisfied and paid in full and this Agreement has been terminated and (ii) the date on which shall, notwithstanding any such payment or payments other than payments made by such Guarantor to the Lender in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up shall no longer be subject to the maximum liability of such Guarantor hereunder until the Obligations avoidance under the Credit Documents are paid and performed in full, the Commitments are terminatedBankruptcy Code. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent Lenders in writing that such payment is made under this Guaranty Agreement for such purpose. (f) If acceleration Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). The Lenders shall not enforce the liability and obligation of the time Guarantors to perform and observe the Obligations by any action or proceeding wherein a money judgment shall be sought against the Guarantors, except that the Lenders may bring a foreclosure action, an action for payment specific performance or any other appropriate action or proceeding to enable the Lenders to enforce and realize upon its interest under this Agreement or in the Collateral given to Lenders pursuant to the Loan Documents to secure the Obligations; provided, however, that, any judgment in any such action or proceeding shall be enforceable against the Guarantors only to the extent of the Guarantors’ interest in the Collateral given to the Lenders to secure the Obligation, and the Lenders shall not ▇▇▇ for, seek or demand any Obligation by a Borrower is stayed deficiency judgment against the Guarantors in any such action or proceeding under or by reason of or in connection with the insolvency or receivership Obligations. (g) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Borrower Guarantor hereunder without impairing the guaranty of such Guarantor contained in this Section 2 or otherwise, all Obligations otherwise subject to acceleration under affecting the terms rights and remedies of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentLenders hereunder.

Guaranty. (a) Subject to the provisions of Section 8, each Each of the Loan Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as a primary obligor and not merely as only a surety, guaranties to the Administrative AgentLender and its successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Anything herein or incurred by the Administrative Agent or in any other Guaranteed Party Loan Document to the contrary notwithstanding, the maximum liability of each Loan Guarantor hereunder and under the other Loan Documents shall in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of no event exceed the Obligations and/or enforcing any rights with respect to, or collecting against, amount which can be guaranteed by such Loan Guarantor under this Guarantyapplicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 15.2). (c) Each Loan Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Loan Guarantor hereunder without impairing the guaranty contained in this Guaranty SECTION 15 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (d) The guaranty contained in this SECTION 15 shall remain in full force and effect until all of the Secured Obligations shall have been Paid in Full. (e) No payment or payments made by any Borrower, any of the Loan Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrower, any of the Loan Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Loan Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments (other than payments any 26385498.9 70 payment made by such Loan Guarantor in respect of the Secured Obligations or payments any payment received or collected from such Loan Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Loan Guarantor hereunder until the Secured Obligations under the Credit Documents are paid and performed Paid in full, the Commitments are terminatedFull. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject The undersigned Guarantor guarantees to Owner, Owner's successors and assigns, the provisions full performance and observance of Section 8all the agreements to be performed and observed by Tenant in the attached Lease, each including the "Rules and Regulation" as therein provided, without requiring any notice to Guarantor of nonpayment, or nonperformance, or proof, or notice of demand, to hold the undersigned responsible under this guaranty, all of which the undersigned hereby expressly waives and expressly agrees that the legality of this agreement and the agreements of the Guarantors herebyGuarantor under this agreement shall not be ended, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit or changed by reason of the Guaranteed Parties, claims to Owner against Tenant of any of the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration rights or otherwise) of each Obligation. If a Borrower fails remedies given to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and Owner as agreed in the manner specified in the relevant Credit Document. (b) Each attached Lease. The Guarantor further agrees that this guaranty shall remain and continue in full force and effect as to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid renewal, change or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all extension of the Obligations and/or enforcing any rights with respect to, or collecting against, such Lease. As a further inducement to Owner to make the Lease Owner and Guarantor under this Guaranty. (c) Each Guarantor agrees agree that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of in any action or proceeding brought by either Owner or the Guarantor against the other on any set-off matters concerning the Lease of this guaranty that Owner and the undersigned shall and do waive trial by jury. Dated: 19 Guarantor Witness Guarantor's Residence Business Address Firm Name STATE OF NEW YORK ) ss.: COUNTY OF ) On this day of ,19 , before me personally came to me known and known to me to be the individual described in, and who executed the foregoing Guaranty and acknowledged to me that he executed the same. Notary The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or appropriation halls shall not be obstructed or application at encumbered by any time Tenant or used for any purpose other than for ingress to and egress from time to time the demised premises and for delivery of merchandise and equipment in reduction of a prompt and efficient manner using elevators and passageways designated for such delivery by Owner. There shall not be used in any space, or in payment the public hall of the Obligations building, either by any tenant or by jobbers, or others in the delivery or receipt of merchandise, any hand trucks except those equipped with rubber tires and safeguards. If the premises are situated on the ground floor of the building, Tenant thereof shall further, at Tenant’s expense, keep the sidewalks and curb in front of said premises clean and free from ice, snow, etc. The water and wash closets and plumbing fixtures shall not be deemed to modify, reduce, release or otherwise affect the liability of used for any Guarantor hereunder, which shall, notwithstanding any such payment or payments purposes other than payments made by such Guarantor those for which they were designed or constructed. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in respect the demised premises, or permit or suffer the demised premises to be occupied or used in a manner offensive or objectionable to Owner or other occupants of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed building by reason of noise, odors and/or vibrations or interfere in any way with other Tenants or those having business therein. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the insolvency outside of the demised premises or receivership the building or on the inside of the demised premises if the same is visible from the outside of the premises without the prior written consent of Owner, except that the name of Tenant may appear on the entrance door of the premises. In the event of the violation of the foregoing by any Tenant, Owner may remove same without any liability and may charge the expense incurred by such removal to Tenant or Tenants violating this rule. Signs or interior doors and directory tablet shall be inscribed, painted or affixed for each Tenant by Owner at the expense of such Borrower Tenant, and shall be of a size, color and style acceptable to Owner. No Tenant shall ▇▇▇▇, paint, drill into, or otherwisein any way deface any part of the demised premises or the building of which they form a part. No boring, all Obligations otherwise subject cutting or stringing of wires shall be permitted, except with the prior written consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or other similar floor covering, so that the same shall come in direct contact with the floor of the demised premises, and, if linoleum or other similar floor covering is desired to acceleration under be used an interlining of builder’s deadening felt shall be first affixed to the terms floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited. Freight, furniture, business equipment, merchandise and bulky matter of any Credit Document description shall nonetheless be payable delivered to and removed from the premises only on the freight elevators and through the service entrances and corridors, and only during hours and in a manner approved by Owner. Owner reserves the Guarantors hereunder forthwith right to inspect all freight to be brought into the building and to exclude from the building all freight which violates any of these Rules and Regulations or the lease of which these Rules and Regulations are a part. Owner reserves the right to exclude from the building between the hours of 6 P.M. and 8 A.M. and at all hours on demand Sundays, and holidays all persons who do not present a pass to the building signed by Owner. Owner will furnish passes to persons for whom any Tenant requests same in writing. Each Tenant shall be responsible for all persons for whom he requests such pass and shall be liable to Owner for all acts of such person. Owner shall have the Administrative Agentright to prohibit any advertising by any Tenant which, in Owner’s opinion, tends to impair the reputation of Owner or its desirablity as a building for stores or offices, and upon written notice from Owner, Tenant shall refrain from or discontinue such advertising. Tenant shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible, or explosive, or hazardous fluid, material, chemical or substance, or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors to permeate in or emanate from the demised premises. Tenant shall not place a load on any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Tenant at Tenant’s expense in setting sufficient in Owner’s judgement to absorb and prevent vibration, noise and annoyance. Refuse and Trash - Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and boards regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash. Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with the provisions of this Building Rule 12, and, at Tenant’s sole cost and expense, shall indemnify, defend and hold Owner harmless (including reasonable legal fees and expenses) from and against any actions, claims and suits arising from such non-compliance, utilizing counsel reasonably satisfactory to Owner. Between 130 PRINCE LLC, Landlord and SWISS ARMY RETAIL, INC., a Delaware corporation, for the ground floor Store A and basement space at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇.

Guaranty. (a) Subject Each Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8Buyer Parties and their successors, each of the Guarantors herebyindorsees, jointly transferees and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Partiesassigns, the punctual prompt and complete payment and performance by Seller when due (due, whether at the stated maturity, by acceleration acceleration, demand or otherwiseotherwise (or would otherwise be owing, due or payable under the Series 2023-MSRVF1 Repurchase Agreement but for the commencement of any bankruptcy, insolvency or similar proceeding in respect of Seller) of each Obligationthe Obligations of Seller (the “Guaranty Obligations”), whether absolute or contingent. If a Borrower fails to pay or perform any Obligation when due, The obligations of each Guarantor agrees that it will forthwith on demand hereunder shall be joint and several. Without in any way limiting the foregoing, promptly upon receipt of a Seller Delinquency Notice (but in any event no later than one (1) Business Day following delivery of such Seller Delinquency Notice), the Guarantors shall pay or perform the relevant Obligation at the place Seller Delinquency Amount specified therein. This is a guaranty of payment and in the manner specified in the relevant Credit Document. (b) performance, and not merely of collection. Each Guarantor further agrees to pay promptly upon receipt of demand from Administrative Agent (but in any and event no later than one (1) Business Day following delivery of such demand) all reasonable expenses (including all reasonable fees and disbursements of counsel) that Guaranty Expenses, which may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this GuarantyBuyer Parties. (cb) Each Guarantor agrees that the Obligations may at In no event shall any time Buyer Party be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. The rights, powers, remedies and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing privileges provided in this Guaranty or affecting the rights are cumulative and not exclusive of any rights, powers, remedies of the Administrative Agent or and privileges provided by any other Guaranteed Party hereunder.agreement or by law. 755039565 22720164 (dc) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person (other than the Guarantors) or received or collected by the Administrative Agent or any other Guaranteed Buyer Party from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person (other than the Guarantors) by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranty Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Buyer Party on account of its liability hereunder, it will promptly notify the Administrative Agent Buyer Parties in writing that such payment is made under this Guaranty for such purpose. (fe) If acceleration of Each Guarantor agrees that this is an absolute, unconditional and continuing guaranty and that it shall remain liable under this Guaranty until the time for payment of any Obligation by a Borrower date on which all Guaranty Obligations and Guaranty Expenses are satisfied and paid in full and the Series 2023-MSRVF1 Repurchase Agreement is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under terminated in accordance with the terms of thereof (such date, the “Termination Date”), notwithstanding that from time to time prior thereto Seller may be free from any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentObligations.

Guaranty. (a) Subject In order to the provisions of Section 8induce each Agent, Collateral Agent, each Issuing Lender and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into and/or maintain Interest Rate Agreements and Currency Agreements (including the Existing Swap Agreement) and in recognition of the Guarantors herebydirect benefits to be received by Holdings from the proceeds of the Loans, jointly the issuance of the Letters of Credit and severallythe entering into and/or maintenance of such Interest Rate Agreements and Currency Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably, guarantees, irrevocably guarantees as primary obligor and not merely as suretysurety the full and prompt payment when due, to the Administrative Agentwhether upon maturity, as agent for the benefit acceleration or otherwise, of any and all of the Guaranteed Parties, Obligations to the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each ObligationGuaranteed Creditors. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to Administrative Agent and/or enforcing any rights with respect tothe other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by Administrative Agent and the other Guaranteed Creditors in collecting againstany of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such Guarantor under this Guaranty. payee or any of its property or (cii) Each Guarantor any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), then and in such event Holdings agrees that the Obligations may at any time and from time to time exceed the amount such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of the liability of such Guarantor hereunder without impairing this Guaranty or affecting other instrument evidencing any liability of either Borrower, and Holdings shall be and remain liable to the rights and remedies of aforesaid payees hereunder for the Administrative Agent amount so repaid or any other Guaranteed Party hereunder. (d) No payment or payments made recovered to the same extent as if such amount had never originally been received by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedpayee. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentLender and its successors, as agent for the benefit of the Guaranteed Partiesindorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full. (c) Each Except for payments required to be made by the Guarantor agrees that hereunder, no other payments affect the Obligations may at any time and from time to time exceed Guarantor=s liability under the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) Guaranty. No payment or payments made by any Borrowerthe Borrowers, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrowerthe Borrowers, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations under the Credit Documents are paid in full and performed in fullthe Agreement is terminated, subject to the Commitments are terminatedprovisions of Section 9 hereof. (ed) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Lender on account of its liability hereunder, it will notify the Administrative Agent Lender in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable . No payments made by the Guarantors hereunder forthwith on demand Guarantor to the Borrowers shall be applied towards the Obligations except for those payments required by the Administrative Agentthis Guaranty.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to Buyer the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the latest of (i) the termination of the MSRVF1 Repurchase Agreement, (ii) the termination of the SPIADVF1 Repurchase Agreement and (iii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to Agent the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a the Borrower fails Obligations, subject to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and limitation set forth in the manner specified in the relevant Credit DocumentSection 2(f) hereof. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this GuarantyGuaranty unless, and to the extent, Guarantor is the prevailing party in any dispute, claim or action relating thereto. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto Borrower may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder Recourse Limit without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect hereunder except to the extent of the reduction of the Obligations or payments received or collected from such as a consequence thereof. Guarantor in respect of the Obligations, shall remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the date the Obligations under the Credit Documents are satisfied and paid and performed in fullfull (such date, the Commitments are terminated“Expiration Date”). (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its Guarantor’s liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose, but the failure of Guarantor to provide such notice shall not impair the effectiveness of such payment to reduce the Obligations. (f) If acceleration Guarantor’s liability hereunder on any date of determination shall not exceed an amount (the “Recourse Limit”) equal to the excess (if any) of (x) the product of (i) ten percent (10%) and (ii) the amount by which the Loan Amount exceeds (y) the aggregate amount of all payments previously made by Guarantor in respect of the Borrower Obligations on or at any time for payment prior to such date of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject determination pursuant to acceleration under the terms of this Guaranty and, in no event, shall there be included as a reduction of the Recourse Limit any Credit Document voluntary capital contribution to the Borrower made on or prior to such date. Notwithstanding the foregoing, such Recourse Limit shall nonetheless be payable not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Guarantors hereunder forthwith Loan Documents; (ii) impair the right of Agent to name Guarantor or the Borrower as a party or defendant in any action or suit for judicial foreclosure and sale under the Loan Documents; (iii) impair the right of Agent to obtain the appointment of a receiver; (iv) impair the right of Agent to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by Guarantor or the Borrower or any other Person in connection with the Loan Documents; (v) impair the right of Agent to obtain payments on demand the Pledged Collateral received by Guarantor or the Administrative AgentBorrower after the occurrence and during the continuation of an Event of Default; (vi) impair the right of Agent to bring suit (and seek a money judgment therein) with respect to any misappropriation by Guarantor or the Borrower of payments collected in advance with respect to the Pledged Collateral; (vii) impair the right of Agent to apply for losses arising out of any willful misconduct or fraud by Guarantor or the Borrower or any of their agents or employees; or (viii) impair the right of Agent to receive from Guarantor all losses, costs and expenses actually incurred by Agent and Lender as the result of a breach by Guarantor of its representations, warranties or covenants under this Guaranty.

Guaranty. (a) Subject Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyers the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the MSRVF1 Repurchase Agreement and (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyers from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyers on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyers in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 82(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative Agent, as agent for the ratable benefit of the Guaranteed PartiesSecured Creditors and their respective successors, endorsees, transferees and assigns, the punctual prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party Secured Creditor in enforcing, enforcing or obtaining advice of counsel in respect of, of any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid 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 prior thereto the Borrower may be free from any Obligations. (cd) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Secured Creditor hereunder. (de) No payment or payments made by any the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Secured Creditor from any the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated, no Letters of Credit remain outstanding and no Acceptance remain unmatured. (ef) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Secured Creditor on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject The Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyer the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable and documented expenses (including including, without limitation, all reasonable and documented fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor's liability hereunder, it the Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to the Administrative Agent, as agent Agent for the benefit of Buyers the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligationthe Obligations. If a Borrower fails The Guarantor shall pay additional amounts to, and indemnify, the Administrative Agent and Buyers (including for purposes of this Section 2, any successor and any permitted assignee or participant under the Repurchase Agreement) with respect to Indemnified Taxes (as defined in the Repurchase Agreement) imposed on payments pursuant to this Guaranty (but without duplication of any payments in respect of Indemnified Taxes due from Seller guaranteed under the preceding paragraph) to the same extent as the Seller would have paid additional amounts and indemnified the Administrative Agent and Buyers with respect to Indemnified Taxes under Section 11(e) of the Repurchase Agreement if the Guarantor were the Seller under the Repurchase Agreement. For the avoidance of doubt, any such payments are in addition to the Guarantor's obligation to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform amounts required to be paid by the relevant Obligation at Seller to the place Administrative Agent and in the manner specified in the relevant Credit DocumentBuyers. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party for the benefit of Buyers on account of its Guarantor’s liability hereunder, it the Guarantor will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to Lender the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Loan Agreement and (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Borrower may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Borrower or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Lender from any Borrower, any of the Guarantors, any other guarantor Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Lender on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Lender in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Each Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8Buyer Parties and their successors, each of the Guarantors herebyindorsees, jointly transferees and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Partiesassigns, the punctual prompt and complete payment and performance by Seller when due (due, whether at the stated maturity, by acceleration acceleration, demand or otherwiseotherwise (or would otherwise be owing, due or payable under the Series 2020-SPIADVF1 Repurchase Agreement but for the commencement of any bankruptcy, insolvency or similar proceeding in respect of Seller) of each Obligationthe Obligations of Seller (the “Guaranty Obligations”), whether absolute or contingent. If a Borrower fails to pay or perform any Obligation when due, The obligations of each Guarantor agrees that it will forthwith on demand hereunder shall be joint and several. Without in any way limiting the foregoing, promptly upon receipt of a Seller Delinquency Notice (but in any event no later than one (1) Business Day following delivery of such Seller Delinquency Notice), the Guarantors shall pay or perform the relevant Obligation at the place Seller Delinquency Amount specified therein. This is a guaranty of payment and in the manner specified in the relevant Credit Document. (b) performance, and not merely of collection. Each Guarantor further agrees to pay promptly upon receipt of demand from Administrative Agent (but in any and event no later than one (1) Business Day following delivery of such demand) all reasonable expenses (including all reasonable fees and disbursements of counsel) that Guaranty Expenses, which may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this GuarantyBuyer Parties. (cb) Each Guarantor agrees that the Obligations may at In no event shall any time Buyer Party be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. The rights, powers, remedies and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing privileges provided in this Guaranty or affecting the rights are cumulative and not exclusive of any rights, powers, remedies of the Administrative Agent or and privileges provided by any other Guaranteed Party hereunder.agreement or by law. 755039518 22720164 (dc) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person (other than the Guarantors) or received or collected by the Administrative Agent or any other Guaranteed Buyer Party from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person (other than the Guarantors) by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranty Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Buyer Party on account of its liability hereunder, it will promptly notify the Administrative Agent Buyer Parties in writing that such payment is made under this Guaranty for such purpose. (fe) If acceleration of Each Guarantor agrees that this is an absolute, unconditional and continuing guaranty and that it shall remain liable under this Guaranty until the time for payment of any Obligation by a Borrower date on which all Guaranty Obligations and Guaranty Expenses are satisfied and paid in full and the Series 2020-SPIADVF1 Repurchase Agreement is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under terminated in accordance with the terms of thereof (such date, the “Termination Date”), notwithstanding that from time to time prior thereto Seller may be free from any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentObligations.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guarantees to the Administrative AgentBuyer and its successors, as agent for indorsees, transferees and assigns the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Buyer hereunder. (d) No payment or payments made by any Borrowerthe Seller, any of the GuarantorsGuarantor, any other guarantor the Guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowerthe Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such the Guarantor in respect of the Obligations or payments received or collected from such the Guarantor in respect of the Obligations, Obligations remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations under paid in full and the Credit Documents are paid and performed in fullMaster Repurchase Agreement is terminated (such date, the Commitments are terminated“Expiration Date”). (e) Each The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantees to Buyer the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement, (ii) the termination of the Purchase and Sale Agreement or (iii) the Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject The Significant Subsidiaries hereby jointly and severally unconditionally guarantee (the “Guaranty”) due payment, performance and fulfillment to the Purchasers of all Obligations, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising or acquired, sole, joint or several, and whether consisting of obligations to pay money or to perform obligations (the “Guaranteed Obligations”). (b) The Guaranty shall operate as a continuing and absolute guaranty and shall remain in full force and effect until all of the Guaranteed Obligations have been paid in full. (c) Notice of the acceptance of this Guaranty and notices of transactions entered into in reliance hereon are hereby waived. The Significant Subsidiaries consent to any renewal, extension or postponement of the time of payment of any of the Guaranteed Obligations or to any other forbearance or indulgence with respect thereto and consent to any substitution, exchange, modification or release of any security therefor or the release of any other person primarily or secondarily liable on any of the Guaranteed Obligations whether or not notice thereof shall be given to the Significant Subsidiaries, and agree to the provisions of Section 8any instrument, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit security or other writing evidencing or securing any of the Guaranteed PartiesObligations, and the punctual enforcement hereof shall not be affected by the delay or failure of the Purchasers to take any action with respect to any security, right, obligation, guaranty or other means of collecting the Guaranteed Obligations which it may at any time hold, including perfection or enforcement thereof, or by any change with respect to the Company in the form or manner of doing business, it being hereby agreed that the Significant Subsidiaries shall be and complete payment remain jointly and performance when due severally bound upon this Guaranty irrespective of any action, delay or omission by the Purchasers in dealing with the Company, any of the Guaranteed Obligations, any collateral therefor or any person at any time liable with respect thereto. (whether at d) On any default or failure by the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails Company to pay or perform any Obligation when dueof the Guaranteed Obligations, each Guarantor agrees that it will forthwith on demand pay the liability of the Significant Subsidiaries hereunder shall be effective immediately and the Significant Subsidiaries waive all requirements of notice, demand, presentment or perform protest and any right which the relevant Obligation at Significant Subsidiaries might otherwise have to require the place and in Purchasers first to proceed against the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Company or incurred by the Administrative Agent or against any other Guaranteed Party in enforcing, person or obtaining advice of counsel in respect of, first to realize on any rights with respect to, or collecting, security held by it before proceeding against any or all of the Obligations and/or enforcing Significant Subsidiaries for the enforcement of this Guaranty. The Significant Subsidiaries shall not assert any rights with respect toright arising from payment or other performance hereunder, whether by set-off or counterclaim, or collecting againstclaim of indemnity, such Guarantor reimbursement, subrogation or otherwise, until the Significant Subsidiaries’ liability hereunder shall have been discharged in full and all of the Guaranteed Obligations shall have been fulfilled. (e) If for any reason the Company is under no legal obligation to discharge any of the Guaranteed Obligations, or if any amounts included in the Guaranteed Obligations shall have become irrecoverable from the Company by operation of law or for any other reason, or if any security or other guaranty shall be found invalid, the Significant Subsidiaries shall nonetheless be and remain jointly and severally bound upon this Guaranty. (cf) Each Guarantor agrees that the Obligations may Any deposits or other sums at any time credited by or due from the Purchasers to the Significant Subsidiaries, and from time to time exceed the amount any securities or other property of any or all of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application Significant Subsidiaries at any time or from time to time in reduction of or in payment held by the Purchasers may at all times be held and treated as security for all obligations of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor Significant Subsidiaries hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect . Regardless of the Obligations adequacy of security the Purchasers may apply or payments received set off such deposits or collected from other sums against such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. obligations (ewhether or not then due or payable) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors herebyEach Guarantor, jointly and severally, unconditionally and irrevocably, guarantees, absolutely and unconditionally guarantees as a primary obligor and not merely as surety, surety to the Administrative Agent, as agent for Bank Creditors the benefit of the Guaranteed Parties, the full and punctual and complete payment and performance when due (whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, as applicable) of all Obligations of the Borrowers and each ObligationGuarantor (other than such Guarantor’s own Obligations, the “Guaranteed Obligations”). If a Borrower fails Each party hereto understands, agrees and confirms that, if any or all of the Guaranteed Obligations becomes due and payable, subject to the expiration of any applicable grace or cure period expressly set forth in the Credit Agreement, the Administrative Agent for the benefit of the Bank Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor (as defined in the Credit Agreement) or any Borrower, and such G▇▇▇▇▇▇▇▇ agrees to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Bank Creditors to whom Guaranteed Obligations are owed on demand. Each Guarantor further agrees that the due and punctual payment of the Obligations of any Borrower may be extended or perform any Obligation when duerenewed, each Guarantor agrees in whole or in part, without notice to or further assent from it, and that it will forthwith on demand pay remain bound upon its guarantee hereunder notwithstanding any such extension or perform the relevant Obligation at the place renewal of any Obligation. This Guaranty is a guaranty of payment and in the manner specified in the relevant Credit Documentnot of collection. (b) Each Guarantor further agrees to pay Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be paid Guaranteed Obligations whether or incurred not due or payable by any Borrower upon the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice of counsel occurrence in respect of, of any rights with respect to, or collecting, any or all Borrower of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantorsevents specified in Section 7(h) or (i) of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Bank Creditors, or order, following the occurrence in respect of any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, Borrower of any of the Guarantors, any other guarantor events specified in Section 7(h) or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment (i) of the Obligations shall be deemed to modifyCredit Agreement, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedon demand. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Guarantors hereby unconditionally and irrevocably guarantee to the provisions of Section 8, each of Buyer the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor Guarantors further agrees agree to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the outstanding Obligations up to the maximum liability of such Guarantor hereunder until the outstanding Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it a Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its such Guarantor’s liability hereunder, it such Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject The Guarantor hereby unconditionally and irrevocably guarantees to the provisions of Section 8, each of Buyer the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by the Seller Parties when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller Parties may be free from any Obligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller Parties or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller Parties or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder, hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligationspayments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it the Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its the Guarantor’s liability hereunder, it the Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocablyirrevocably guarantees to Buyer and its successors, guaranteesindorsees, as primary obligor transferees and not merely as surety, to assigns the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance by Sellers when due (whether at the stated maturity, by acceleration or otherwise) of each Obligationthe Obligations. If This Guaranty shall remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time prior thereto a Borrower fails to pay or perform Seller may be free from any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit DocumentObligations. (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable fees and disbursements of counsel) that which may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment or payments made by any Borrowera Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrowera Seller, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder. Guarantor shall remain liable for the Obligations until (i) the Obligations are satisfied and paid in full and (ii) the earlier to occur of (A) the expiration of the Repurchase Agreement and the other Program Documents or (B) the termination of the Repurchase Agreement and the other Program Documents (such date, which shallthe “Expiration Date”), notwithstanding any such payment or payments referred to in the foregoing sentence other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ed) Each Guarantor agrees that whenever, at any time, or from time to time, it Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantor’s liability hereunder, it Guarantor will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.

Guaranty. (a) Subject Guarantor hereby unconditionally and irrevocably guarantees to Buyer and its successors and permitted indorsees, transferees and assigns, the provisions due and punctual payment of Section 8, each all of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual and complete payment and performance when due Guarantor Obligations (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Document). (b) Each Guarantor further agrees to pay any and as directed by Buyer all reasonable third-party out-of-pocket costs and expenses (including all reasonable legal fees and disbursements of counselexpenses) that may be paid or incurred by the Administrative Agent or any other Guaranteed Party Buyer in enforcing, enforcing or obtaining advice of counsel in respect of, of any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount shall make payment of the liability of such Guarantor Obligations and other amounts payable by Guarantor hereunder without impairing promptly upon written demand therefor (and in any event within five (5) Business Days), in compliance with this Guaranty Guaranty. Buyer shall not be required to seek payment or affecting the rights and remedies of the Administrative Agent performance from Seller or any other Guaranteed Party hereunderperson or entity or to seek any other recourse prior to demanding payment of the Guarantor Obligations from Guarantor. (d) No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Guaranteed Party Buyer from any Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guarantor Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunderhereunder until all of the Repurchase Obligations have been paid in full; provided, which shallthat Buyer shall not be entitled to double recovery. Guarantor shall remain liable under this Guaranty until the Repurchase Obligations are satisfied and paid in full and the Master Repurchase Agreement and the other Repurchase Documents are terminated, notwithstanding any such payment or payments other than payments made by such Guarantor referred to in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminatedforegoing sentence. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its liability hereunder, it will notify the Administrative Agent Buyer in writing that such payment is made under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.