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 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 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 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 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 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 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 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 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. (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 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 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 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 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 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 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 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 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, 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 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. (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 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 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 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. (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 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 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 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 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 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 From and after the Effective Date, Guarantor hereby irrevocably guarantees the full, unconditional, and prompt payment and performance of all of Licensee’s obligations and liabilities under the Agreement, including, without limitation, the payment of all rent and other charges due thereunder. Guarantor’s guarantee of such obligations and liabilities is subject to all of the provisions of Section 8the Agreement applicable thereto and all other matters affecting the enforcement thereof. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditioned on the pursuit of any remedy against Licensee or any other person or against any lien available to Licensor, each its successors or assigns. Guarantor hereby waives any right to require that an action be brought against Licensee or any other person (provided, however, Licensor agrees to undertake reasonable collection efforts against Licensee before demanding payment from Guarantor under this Guaranty). In the event of a default by Licensee under the Agreement, Licensor shall have the right to enforce its rights, powers and remedies thereunder or hereunder in any order, and all rights, powers and remedies available to Licensor in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. This Guaranty shall be enforceable according to its terms against Guarantor, his or her heirs, personal representatives, successors and assigns, without the necessity for any suit or proceedings against Licensee on Licensor’s part of any kind or nature whatsoever and without the necessity of any notice of non-payment, non-performance, or non-observance or of any notice of acceptance of this Guaranty or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. This Guaranty shall be a continuing Guaranty and the liability of Guarantor hereunder shall in no way be affected, modified, or diminished by reason of any assignment of the Guarantors herebyAgreement by Licensee or any renewal, jointly modification or extension of the Agreement or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Agreement by Licensor and severallyLicensee, unconditionally or by reason of any extension of time that may be granted by Licensor to Licensee, or by reason of any dealings or transactions or matter or thing occurring between Licensor and irrevocablyLicensee, guaranteesor by reason of any bankruptcy, as primary obligor and not merely as suretyinsolvency, to the Administrative Agentreorganization, as agent arrangement, assignment for the benefit of the Guaranteed Partiescreditors, the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration receivership 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 trusteeship affecting Licensee or any other Guaranteed Party in enforcingof Licensee’s property, whether or obtaining advice not notice 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 same shall be deemed given 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 terminatedGuarantor. (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 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 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 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 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 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. 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 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. (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 8subsection 2.1(b), 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 Agent, as agent for the benefit of Agent and the Guaranteed PartiesCreditors 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 the Borrower’s Obligations up to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform but not exceeding the relevant Obligation at amount of the place loan obligations plus interest and in the manner specified in the relevant Credit Documentcosts of enforcement. (b) Each Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (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 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 the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Borrower’s Obligations are paid in full, notwithstanding that from time to time prior thereto no amounts may be outstanding under the Credit Agreement. (cd) Each The Guarantor agrees that the Borrower’s 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 Creditor hereunder. (de) 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 Creditor 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 Borrower’s 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 Borrower or the Guarantor in respect of the Borrower’s Obligations or payments received or collected from such the Guarantor in respect of the Borrower’s Obligations), remain liable for the Borrower’s Obligations up to the maximum liability of such the Guarantor hereunder until the Borrower’s Obligations under the Credit Documents are paid and performed in full, the Commitments are terminated. (ef) 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 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 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 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 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 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 The Guarantor hereby, jointly and severallyabsolutely, unconditionally unconditionally, and irrevocably, guarantees, as a primary obligor and not merely as only a 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 by the Borrower of the Obligations 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 Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor further agrees to pay any hereunder and all reasonable expenses (including all reasonable fees and disbursements of counsel) that may under the other Loan Documents shall in no event exceed the amount which can be paid or incurred guaranteed 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 Guarantyapplicable federal and state laws relating to the insolvency of debtors. (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 Guarantee or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (d) This Guarantee shall remain in full force and effect until the Satisfaction Time. (e) 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 any payment made by such the Guarantor in respect of the Obligations or payments any payment 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 and performed in full, the Commitments are terminatedSatisfaction Time. (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 Guarantor hereby, jointly and severally, unconditionally and irrevocably, guaranteesguarantees to Buyer and its successors, as primary obligor endorsees, transferees and not merely as surety, to the Administrative Agent, as agent for the benefit of the Guaranteed Partiespermitted assigns, the punctual prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwiseotherwise but, for the avoidance of doubt, inclusive of any and all applicable grace periods) 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 obligations under the place and in Agreement (the manner specified in the relevant Credit Document“Guaranteed Obligations”). (b) Each Guarantor further agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including including, without limitation, all reasonable fees fees, disbursements and disbursements expenses of counseloutside counsel and one local counsel in each applicable jurisdiction) 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 Guaranteed Obligations described in this Guaranty 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 Guaranteed Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Guaranteed 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 Except as expressly provided elsewhere in this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No Guaranty, no payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person (except for payments made by Guarantor in respect of the Guaranteed Obligations) 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 (except for payments received or collected from Guarantor in respect of the Guaranteed Obligations) 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 Guaranteed 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 Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations under the Credit Documents are paid in full and performed in full, the Commitments are terminatedsatisfaction and discharge of the Agreement. (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. (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. (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 . 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 8paragraph (b), 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 the Administrative Agent, as agent for the benefit of the Guaranteed PartiesLender Parties and their respective successors, indorsees, transferees and 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 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 This Loan Party Guaranty is a guaranty of payment when due and not of collectability and this Loan Party Guaranty is a primary obligation of each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements not merely a contract 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 Guarantysurety. (c) 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 which can be guaranteed by such Guarantor under applicable laws relating to the insolvency of debtors. (d) 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 Loan Party Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Lender Party hereunder. (de) 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 Lender 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 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 in full (other than Contingent Obligations) and performed in full, the Commitments are terminated. (ef) Each Guarantor agrees that whenever, at any time, Any and all payments by 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 any obligation of any Guarantor under this Guaranty for such purpose. (f) If acceleration of the time for payment of any Obligation Article 11 shall be governed 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 set forth in Section 2.16 of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agentthis Agreement.

Guaranty. (a) Subject to the provisions of Section 8, each of the Guarantors NAC 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 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 NAC 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 NAC Guarantor under this GuarantyNAC Guaranty unless, and to the extent, NAC Guarantor is the prevailing party in any dispute, claim or action relating thereto. This NAC 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 Borrower, any of the GuarantorsNAC Guarantor, 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 GuarantorsNAC 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 NAC 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. NAC 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”). (ed) Each NAC 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 NAC Guarantor’s liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this NAC Guaranty for such purpose. (f) If acceleration , but the failure of NAC Guarantor to provide such notice shall not impair the time for payment of any Obligation by a Borrower is stayed by reason of the insolvency or receivership effectiveness of such Borrower or otherwise, all Obligations otherwise subject payment to acceleration under reduce the terms of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentObligations.

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 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 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. Guarantor hereby guarantees and agrees to be personally liable for any and all sums payable under the Lease by Tenant and for the full performance and observance of each and every covenant and agreement of Tenant contained in the Lease (including all exhibits thereto) to the same extent as if Guarantor were the tenant under the Lease and had executed and delivered the Lease (including all exhibits attached thereto). Guarantor unconditionally and irrevocably guarantees that all sums stated in the Lease to be payable by Tenant will be promptly paid in full when due in accordance with the Lease and that Tenant will perform and observe each and every covenant and agreement in the Lease required to be performed and observed by Tenant. This Guaranty is irrevocable, unconditional and absolute, and if for any reason any such sums shall not be paid promptly when due, Guarantor will promptly after notice thereof and within the time period set forth in the Lease for the making of payment of any such sums, pay the same to the person entitled thereto pursuant to the Lease regardless of (a) Subject whether Landlord shall have taken any steps to the provisions of Section 8enforce any rights against Tenant or any other person liable therefor to collect such sum or any part thereof, 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 the termination of the Lease as a result of the default of Tenant thereunder, or (c) any other condition or contingency which would not exonerate Guarantor further from liability under the Lease if it were the tenant thereunder. Guarantor also agrees to pay any to Landlord such further amounts as shall be sufficient to cover the cost and all reasonable expenses (including all reasonable fees and disbursements expense of counsel) that may be paid or incurred by the Administrative Agent collecting such sums or any other Guaranteed Party in enforcing, part thereof or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or otherwise enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty, including, without limitation, reasonable attorneys' fees. (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 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, 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 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 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 terminated.provisions 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 Borrower shall be applied towards the Obligations except for those payments required by the Administrative Agentthis Guaranty.

Guaranty. (ai) Subject to the provisions of Section 8, each of the The Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, guaranty to the Administrative AgentHolders 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 Company 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 dueThe Guarantors’ liability under this Guaranty shall be unlimited, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place open and continuous for so long as this Guaranty remains in the manner specified in the relevant Credit Documentforce. (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 set forth 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 Holders 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 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 Holders 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 (e.g. the issuance of the Company’s Common Stock), the Guarantors shall only be liable for making the Holders 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 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 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 Loan 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 the Credit Documents are paid and performed in full, the 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 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 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 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 the Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party for the benefit of Buyers on account of its the 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 Guarantor hereby, jointly and severally, unconditionally and irrevocably, guaranteesguarantees to Buyer and its successors, as primary obligor indorsees, 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 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, 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 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 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 BorrowerSeller, 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. Guarantor shall remain liable for the Obligations until the Obligations are satisfied and paid in full and the Master Repurchase Agreement and the other Program Documents are terminated (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 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 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 Partiesendorsees, 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 (other than those Obligations constituting Excluded Hedging 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 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 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 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 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 Agent, as agent for the benefit of the Guaranteed PartiesAdministrative Agent, the punctual Issuing Lender and the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, 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 of the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor Guarantors 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 Agent, the Issuing Lender 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, the Guarantors under this Guaranty. (b) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under this Guarantyapplicable federal and state laws relating to the insolvency of debtors. (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 Lender hereunder. (d) No payment or payments made by any Bermuda Holdings, Stratus Bermuda, 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 Bermuda Holdings, Stratus Bermuda, 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, 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 either no Letters of Credit are outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent. (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 Lender 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 when due by the Seller (whether at the stated maturity, by acceleration or otherwise) of each Obligationthe Obligations (the "Guarantee"); provided, however, the amount payable by the Guarantor under the Guarantee shall not exceed an amount equal to (x) with respect to the Purchased Securities subject to Transactions at any one time, 10% of the applicable Repurchase Price, less (y) the aggregate amount of payments actually made by the Guarantor in respect of such Purchased Securities pursuant hereto (without regard to any payments actually made by the Guarantor in respect of either (i) Purchased Securities previously subject to Transactions, which are no longer subject to Transactions as of such time, or (ii) previous Transactions to the extent that such Transactions included Purchased Securities no longer the subject of current Transactions). 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 The limitation of liability described in the manner specified foregoing proviso shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Transaction Documents; (ii) impair the right of Buyer to name the Guarantor or Seller as a party defendant in any action or suit for judicial foreclosure and sale under the relevant Credit DocumentTransaction Documents; (iii) impair the right of Buyer to obtain the appointment of a receiver; (iv) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to fraud or intentional misrepresentation by the Guarantor or Seller or any other person or entity in connection with the Transaction Documents; (v) impair the right of Buyer to obtain payments on the Purchased Securities received by the Guarantor or Seller after the occurrence of an Event of Default; (vi) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to any misappropriation by the Guarantor or Seller of payments collected in advance with respect to the Assets; or (vii) impair the right of Buyer to apply to losses arising out of any misrepresentation, wilful misconduct or fraud by the Guarantor or Seller or either of their agents or employees or to any suit or money judgment related thereto. (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 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 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 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 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 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 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 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 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 liable, jointly and severally, unconditionally and irrevocably, 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 In order to induce the provisions of Section 8, each Banks ------------------------------ to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors herebydirect benefits to be received by Acquisition Corp. from the proceeds of the Loans and the issuance of the Letters of Credit, jointly and severally, Acquisition Corp. hereby agrees with the Banks as follows: Acquisition Corp. hereby unconditionally and irrevocably, irrevocably guarantees, as primary obligor and not merely as suretysurety the full and prompt payment when due, 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 upon 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 SMT Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, Obligations to the Guaranteed Creditors. If any or all of the SMT Guaranteed Obligations and/or enforcing any rights with respect toto the Guaranteed Creditors becomes due and payable hereunder, Acquisition Corp. unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting againstany of the SMT 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 SMT 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 SMT), then and in such event Acquisition Corp. 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 Acquisition Corp., notwithstanding any revocation of the liability of such Guarantor hereunder without impairing this Acquisition Corp. Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No payment instrument evidencing any liability of SMT, and Acquisition Corp. shall be and remain liable to the aforesaid payees hereunder for the amount so repaid 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. Location: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ As an inducement to Promus Hotels, Inc. (a"Licensor") Subject to execute the provisions of Section 8above License Agreement, each of the Guarantors herebyundersigned, jointly and severally, hereby unconditionally warrant to Licensor and irrevocablyits successors and assigns that all of Licensee's representations in the License Agreement and the application submitted by Licensee to obtain the License Agreement are true and guarantee that all of Licensee's obligations under the above License Agreement, guaranteesincluding any amendments thereto whenever made (the "AGREEMENT"), as primary obligor will be punctually paid and not merely as suretyperformed. Upon default by Licensee or notice from Licensor, to the Administrative Agent, as agent for undersigned will immediately make each payment required of Licensee under the benefit Agreement. Without affecting the obligations 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 undersigned under this Guaranty. (c) Each Guarantor agrees , Licensor may without notice to the undersigned extend, modify or release any indebtedness or obligation of Licensee, or settle, adjust or compromise any claims against Licensee. The undersigned waive notice of amendment of the Agreement and notice of demand for payment or performance by Licensee. Upon the death of an individual guarantor, the estate of such guarantor will be bound by this Guaranty but only for defaults and obligations hereunder existing at the time of death, and the obligations of the other guarantors will continue in full force and effect. The Guaranty constitutes a guaranty of payment and not of collection, and each of the guarantors specifically waives any obligation of Licensor to proceed against Licensee on any money or property held by Licensee or by any other person or entity as collateral security, by way of set off or otherwise. The undersigned further agree that this Guaranty shall continue to be effective or be reinstated as the Obligations case may be, if 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 Guarantorsguaranteed obligations is rescinded or must otherwise be restored or returned by Licensor upon the insolvency, any other guarantor bankruptcy or any other Person reorganization of Licensee or received or collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of the Guarantorsundersigned, 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 all as though such payment has not been made. This Guaranty shall be governed and construed under and in reduction of or in payment accordance with the laws of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability State 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 terminatedTennessee. (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, Each 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 a 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 either 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 such Guarantor shall make any payment to the Administrative Agent or any other Guaranteed Party Buyer on account of its Guarantors’ 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 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 Seller A 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 Seller A) 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 Seller A 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 Seller A 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 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 Partiesendorsees, transferees and assigns, the punctual prompt and complete payment and performance by 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 (other than those Obligations constituting Excluded Hedging 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 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 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 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 to the provisions of Section 8, each 14.1.1 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 Obligationthe Secured 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 Loan Guarantor further agrees to pay any all costs and expenses, including, without limitation, all reasonable expenses (including all reasonable fees and disbursements of counsel) that may be Attorney Costs paid or incurred by Lender in endeavoring to collect all or any part of the Administrative Agent Secured Obligations from, or in prosecuting any action against, any Loan Guarantor, Borrower or any other Guaranteed Party in enforcing, guarantor of all 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 Secured Obligations. All amounts payable by any rights with respect to, or collecting against, such Loan Guarantor under this GuarantyARTICLE 14 shall be payable upon demand by Lender, without set-off or counterclaim. 14.1.2 Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Loan Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Loan Guarantor under applicable federal and state laws relating to the insolvency of debtors (c) after giving effect to the right of contribution established in Section 14.2). 14.1.3 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 ARTICLE 14 or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party Lender hereunder. (d) 14.1.4 The guaranty contained in this ARTICLE 14 shall remain in full force and effect until all of the Secured Obligations shall have been Paid in Full. 14.1.5 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 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 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 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 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 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 a Seller Party or any other Person or received or collected by the Administrative Agent or any other Guaranteed 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. (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. This Guaranty is made by Guarantor in favor of Sublessor. Guarantor unconditionally, irrevocably and absolutely guarantees to Sublessor that (a) Subject all sums payable by Sublessee under the Sublease, including, without limitation, Base Rent and all other Rent and charges payable by Sublessee under the Sublease shall be promptly paid in full when due, in accordance with the provisions of the Sublease, and (b) Sublessee shall perform and observe each and every covenant, agreement, term, condition and obligation in the Sublease required to be performed by Sublessee with respect to the Premises. This Guaranty is irrevocable, unconditional and absolute. If, for any reason, any such sums shall not be paid promptly when due or any such covenant agreement, term condition or obligation is not performed in accordance with Sublease, Guarantor, promptly after notice thereof from Sublessor, shall pay the same to the person entitled thereto pursuant to the provisions of Section 8the Sublease, each and shall promptly perform and observe or cause to be performed and observed every such covenant, agreement, term, condition and obligation regardless of: (a) any defenses or rights 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 counterclaims which Sublessee or application at Guarantor may have or assert; (b) whether Sublessor shall have taken any time or from time steps to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of enforce 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 rights against Sublessee 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 remedy as a result of the time for payment default of Sublessee including enforcing any Obligation by a Borrower is stayed by reason rights to any collateral securing the obligations of Sublessee; (c) any other condition or contingency; or (d) any amendment, modification, extension, renewal or supplement to 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 AgentSublease.

Guaranty. (a) Subject SECTION V.1. The Guarantor irrevocably and unconditionally guarantees to the provisions Creditors the full and prompt payment, no later than the third Business Day after the giving of Section 8, each of notice by the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, Agent to the Administrative AgentGuarantor of an Event of Default, as agent for the benefit of the Guaranteed Parties, the punctual and complete payment and performance when due all amounts payable (whether at the stated maturity, by acceleration or otherwise) hereunder by ETHC (all such amounts being herein collectively called the "Guaranteed Obligations"). The Guarantor understands, agrees and confirms that the Creditors may enforce this Guaranty up to the full amount of each Obligationthe Guaranteed Obligations against the Guarantor without proceeding against ETHC, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. If All payments by the Guarantor hereunder shall be made as provided herein. (a) The liability of the Guarantor hereunder is exclusive and independent of any security (if any) for or other guaranty (if any) of the Guaranteed Obligations, and the liability of the Guarantor hereunder shall not be affected or impaired by (i) any direction as to application of payment by ETHC or by any other party, (ii) any other continuing or other guaranty, undertaking or maximum liability of a Borrower fails guarantor or of any other party as to pay the Guaranteed Obligations, (iii) any payment on or perform in reduction of any Obligation when duesuch other guaranty or undertaking, each or (iv) any payment made to any Creditor on the Guaranteed Obligations which any Creditor repays to ETHC pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding with respect to ETHC, and the Guarantor agrees that it will forthwith on demand pay waives any right to the deferral or perform the relevant Obligation at the place and in the manner specified in the relevant Credit Documentmodification of its obligations hereunder by reason of any such proceeding. (b) Each Guarantor further agrees to pay If claim is ever made upon any 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 reasonable expenses 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 of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including all reasonable fees the Guarantor), then and disbursements in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of counsel) that any instrument evidencing any liability of the Company, and the Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. SECTION V.3. The obligations of the Guarantor hereunder are independent of the obligations of any other guarantor or ETHC, and a separate action or actions may be paid brought and prosecuted against the Guarantor whether or incurred not an action is brought against any other guarantor or ETHC and whether or not any other guarantor or ETHC be joined in any such action or actions. The Guarantor waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by ETHC or other circumstance which operates to toll any statute of limitations as to ETHC shall operate to toll the statute of limitations as to the Guarantor. SECTION V.4. Except as otherwise provided in the first sentence of Section 8.01, the Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance hereof and notice of any liability to which this guaranty may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Administrative Agent or any other Guaranteed Party in enforcingCreditor against, or obtaining advice of counsel in respect ofand any other notice to, 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 Guarantyparty liable thereon. (c) Each Guarantor agrees that the Obligations SECTION V.5. Any Creditor may at any time and from time to time exceed without the amount consent of, or notice to, the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of the 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, accelerate or alter, any of the Guaranteed Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed 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 liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the ETHC and the Guarantor or others or otherwise act or refrain from acting; (d) settle or 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, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of ETHC to creditors of ETHC; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of ETHC to the Creditors regardless of what liabilities of ETHC remain unpaid; (f) consent to, or waive any breach of, any act, omission or default under this Agreement or any of the instruments or agreements referred to herein, or otherwise amend, modify or supplement this Agreement or any of such Guarantor hereunder without impairing other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against ETHC. SECTION V.6. No invalidity, irregularity or affecting unenforceability of all or any part of the Guaranteed Obligations or of the obligations of ETHC under this Agreement or of any security therefor shall affect, impair or be a defense to this guaranty, and this guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any event or the existence of any other circumstances which might constitute a legal or equitable discharge of a surety or guarantor except payment in full of the Guaranteed Obligations. SECTION V.7. This guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Creditor in exercising any right, power or privilege hereunder 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 and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Creditor would otherwise have. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the Administrative Agent or rights of any Creditor to any other Guaranteed Party or further action in any circumstances without notice or demand. It is not necessary for any Creditor to inquire into the capacity or powers of the Guarantor or the officers, directors, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. (da) No payment The Guarantor waives any right (except as shall be required by applicable statute or payments made by any Borrower, any of law and cannot be waived) to require the GuarantorsCreditors to: (i) proceed against ETHC, any other guarantor or any other Person party; (ii) proceed against or received or collected by the Administrative Agent or exhaust any other Guaranteed Party security held from any Borrower, any of the GuarantorsETHC, any other guarantor or any other Person party; or (iii) pursue any other remedy in the Creditors' power whatsoever. The Guarantor waives (to the fullest extent permitted by virtue applicable law) any defense based on or arising out of any action or proceeding defense of ETHC, any other guarantor or any set-off or appropriation or application at any time or from time to time other party other than payment in reduction of or in payment full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the unenforceability of the Guaranteed Obligations shall be deemed to modifyor any part thereof from any cause, reduce, release or otherwise affect the cessation from any cause of the liability of ETHC other than payment in full of the Guaranteed Obligations. The Creditors may, at their election, foreclose on any Guarantor hereundersecurity held by the Agent or the other Creditors by one or more judicial or nonjudicial sales, which shall, notwithstanding whether or not every aspect of 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 sale is commercially reasonable (to the maximum liability of extent 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 timesale is permitted by applicable law), or from time to time, it shall make exercise any payment to other right or remedy the Administrative Agent Creditors may have against the Guarantor or any other party, or any security, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Guaranteed Party on account Obligations have been paid in full. The Guarantor waives any defense arising out of its liability any such election by the Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against ETHC or any other party or any security; and (b) Except as otherwise provided in the first sentence of Section 8.01, the Guarantor waives (to the fullest extent permitted by applicable law) all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this guaranty, and notices of the existence, creation or incurring of new or additional indebtedness. The Guarantor assumes all responsibility for being and keeping itself informed of ETHC's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which the Guarantor assumes and incurs hereunder, it will notify and agrees that the Administrative Agent in writing that Creditors shall have no duty to advise the Guarantor of information known to them regarding such payment is made under this Guaranty for such purposecircumstances or risks. (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 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. 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 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 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 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 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 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 Guarantor hereby, jointly and severally, unconditionally and irrevocably, guaranteesguarantees to Buyer and its permitted successors, as primary obligor endorsees, 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 of the Obligations (the “Guaranteed Obligations”) 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 Document). (b) Each Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable and documented out of pocket 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 Guaranteed 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 any remaining Guaranteed Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any due and payable 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 Except as expressly provided elsewhere in this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) No Guaranty, no payment or payments made by any Borrower, any of the Guarantors, any other guarantor Seller or any other Person (except for payments made by Guarantor in respect of the Guaranteed Obligations) 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 (except for payments received or collected from Guarantor in respect of the Guaranteed Obligations) 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 Guaranteed 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 Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations under the Credit Documents are paid in full and performed in full, the Commitments are terminatedsatisfaction and discharge of the Repurchase Agreement. (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. (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. In consideration of, and as a material inducement to BBL Current Owner, LLC (“Seller”) executing and delivering simultaneously herewith, in reliance upon this Guaranty, that certain Third Amendment to Purchase and Sale Agreement (“Amendment”), dated September ___, 2022 between Seller and Broad Street Realty, Inc. (the “Guarantor”), hereby unconditionally and absolutely guarantees unto Seller, its successors and assigns, the full, prompt and complete payment by Broad Street Realty, Inc. of the Guaranteed Obligations (as defined herein). The Amendment amends that certain Purchase and Sale Agreement entered into between Guarantor and Seller, dated December 21, 2021, as previously amended (collectively, the “Purchase Agreement”). Guarantor hereby expressly waives: (a) Subject any right of setoff, counterclaim or deduction against amounts due under this Guaranty; (b) notice of the acceptance of this Guaranty; and (c) the right to interpose all substantive and procedural defenses of the law of guaranty, indemnification and suretyship, except the defenses of prior payment or prior performance. Guarantor under this Guaranty shall not be released by any modification or amendment to the provisions of Section 8Amendment, 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 case of 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 enforcingsuch modification, 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 Guarantor shall be modified in accordance with the term of any such modification of the Amendment. Guarantor hereunder without impairing shall pay Seller’s reasonable attorneys’ fees and all costs and other expenses in curred in any collection or attempted collection of this Guaranty whether or affecting the not a lawsuit is commenced. All rights and remedies of Seller under this Guaranty shall be cumulative and may be exercised singly or con currently. This Guaranty shall remain in full force and effect until the Administrative Agent payment or performance of the Guaranteed Obligations and the other amounts payable under this Guaranty. This instrument may not be changed, modified, discharged or terminated orally or in any man ner other than by an agreement in writing signed by Guarantor and the Seller. All of the terms, agreements and conditions of this Guaranty shall extend to and be binding upon Guarantor, and the heirs, executors, personal administrators, and/or successors and assigns of Guarantor. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. This Guaranty has been executed and delivered by Guarantor and constitutes the valid, binding and legal obligation of the Guarantor. All notices under this Guaranty shall be delivered in accordance with the notice provisions of the Agreement (as defined in the Amendment). If any provision of this Guaranty or the application thereof to any person or circumstances shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Guaranty and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. This Guaranty shall be construed without regard to any pre sumption or other rule requiring construction against the party causing this Guaranty to be drafted. As a further inducement to Seller to enter into the Amendment and to accept this Guaranty, Guarantor hereby intentionally, knowingly and voluntarily waives any right to a trial by jury in any lawsuit, proceeding, counterclaim, or any other Guaranteed Party hereunder. (d) No payment litigation procedure based upon, or payments made by any Borrower, any arising out of this Guaranty. In extension of the Guarantorsforegoing, the Guarantor specifically consents to trial before a court re specting any such matter. Guarantor will not seek to consolidate any such action in which a jury trial has been waived with any other guarantor action in which a jury trial cannot be or any other Person or received or collected by has not been waived. Pursuant to the Administrative Agent or any other Guaranteed Party from any BorrowerAmendment, any Guarantor is obligated to cause the increase of the Guarantors, any other guarantor or any other Person deposit under the Purchase Agreement by virtue an additional Deposit 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 One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (“Reserve Deposit”) upon its receipt of the Obligations release of reserve funds from BIG Real Estate Finance I, LLC related to certain properties that Guarantor’s subsidiaries own (“Reserve Funds”). In the event Guarantor defaults in its obligation to close on the Property described therein, known as Midtown Row and located at ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, if not already provided, the Reserve Deposit shall be deemed immediately due and payable by Guarantor to modifySeller, reduce, release or otherwise affect regardless of whether the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made Reserve Funds have been actually received by such Guarantor in respect Guarantor. The obligation to pay the Reserve Deposit upon receipt of the Obligations Reserve Funds or payments received or collected from such Guarantor in respect upon a termination of the Purchase Agreement for a Purchaser default are collectively defined as and shall mean the “Guaranteed 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 In order to induce the provisions Lenders to enter into this Agreement and to extend credit hereunder and in recognition of Section 8the direct benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of, and participations in, the Letters of Credit, each of Guarantor hereby agrees with the Guarantors hereby, jointly and severally, Lenders as follows: Each Guarantor hereby unconditionally and irrevocably, irrevocably guarantees, as primary obligor and not merely as suretysurety the full and prompt payment when due in cash, 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 and/or enforcing any rights with respect toto the Guaranteed Creditors becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting againstany of the Guaranteed Obligations. This Guaranty is a continuing one and the Guaranteed Obligations shall be conclusively presumed to have been created in reliance hereon. 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 Guaranteed Creditors 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. Guaranteed Creditor or any of its property or (cii) Each any settlement or compromise of any such claim effected by such Guaranteed Creditor with any such claimant (including the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Obligations may at Guarantors, notwithstanding any time and from time to time exceed the amount revocation of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies any other instrument evidencing any liability of the Administrative Agent Borrower, and each Guarantor shall be and remain liable to the Guaranteed Creditors hereunder for the 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 hereby, jointly and severally, unconditionally and irrevocably, guaranteesGuarantor, as a primary obligor and not merely as a surety, unconditionally and irrevocably guarantees to Agent and Lenders the Administrative Agent, as agent for the benefit of the Guaranteed Parties, the punctual prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If a (i) all principal and interest due under the Notes and (ii) all other obligations and liabilities of Borrower fails to pay Agent and Lenders of every nature whatsoever, including all reimbursement obligations, fees, costs and expenses, arising under or perform any Obligation when duein connection with the Notes, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at Credit Agreement, the place and Mortgages, the Environmental Indemnity (as such term is defined in the manner specified in Credit Agreement) or any other document or instrument evidencing, securing or otherwise relating to the relevant Loan (the Notes, the Credit Document. (b) Each Agreement, the Mortgages and any other document or instrument evidencing, securing or otherwise relating to the Loan being referred to collectively as the "Loan Documents"), and 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 or any other Guaranteed Party Lenders in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, collecting any or all of the Obligations obligations of Guarantor under this Guaranty and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty. The obligations and liabilities of Guarantor to Agent and Lenders under (i) and (ii) above are referred to collectively in this Guaranty as the "Guaranteed Obligations. (c) Each " Guarantor agrees that the Obligations may whenever at any time and or from time to time exceed the amount it shall make any payment to Agent hereunder on account of the Guarantor's liability of hereunder, it will notify Agent in writing that such Guarantor hereunder without impairing payment is made under this Guaranty or affecting the rights and remedies of the Administrative Agent or any other Guaranteed Party hereunder. (d) for such purpose. No payment or payments made by any Borrower, any of the Guarantors, any other guarantor Borrower or any other Person person or received or collected by the Administrative Agent or Lenders from Borrower or any other Guaranteed Party from any Borrower, any of the Guarantors, any other guarantor or any other Person 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 Guaranteed 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 Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the earlier of (i) the date upon which the Guaranteed Obligations under the Credit Documents are paid and performed in full, full or (ii) 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 date upon which Guarantor's obligations under this Guaranty for such purposeare paid in full. (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 Loan 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 In order to induce Seller to enter into this Agreement, Guarantor hereby unconditionally guarantees the provisions of Section 8, each of the Guarantors hereby, jointly full 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 prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligationall obligations of Buyer under this Agreement as for Guarantor's own debt and obligation. If a Borrower fails Guarantor hereby waives any right to pay or perform require Seller to take any Obligation when due, each action against Buyer prior to enforcing this guaranty against Guarantor. Guarantor agrees that it will forthwith on demand pay Seller may grant one or perform the relevant Obligation at the place more extensions to fulfill such obligations or release or reach a compromise with any person liable for such obligations without giving Guarantor notice or without obtaining Guarantor's consent. This guaranty is absolute, unconditional, continuing, primary and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees to pay irrevocable under any and all reasonable expenses (including all reasonable fees circumstances and disbursements of counsel) that may shall not be paid released, in whole or incurred in part, 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 thing which might, but for this provision, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any set-off waiver, omission, action or appropriation failure to act by Seller (whether or application at not Guarantor's risk is varied or increased or its rights or remedies are affected thereby), or by reason of any time or from time further dealings between Seller and Buyer, and Guarantor hereby expressly waives and surrenders any defense to time in reduction of or in payment of the Obligations its liability hereunder based upon, and shall be deemed to modifyhave consented to, reducethe foregoing. Guarantor hereby waives notice of acceptance hereof, release notice of non-payment or otherwise affect default by Buyer, presentment, demand, notice of dishonor, protest and any other notices of any kind. This guaranty is a guarantee of payment and performance, not merely of collection. This guaranty is subject to Guarantor's right to assert any defense which could be asserted by Buyer. Under no circumstances shall Guarantor's liability to Seller exceed the liability of any Guarantor Buyer to Seller hereunder; provided, which shallhowever, notwithstanding any such payment or payments other than payments made by such Guarantor that the discharge in respect bankruptcy of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up Buyer shall not act to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in full, the Commitments are terminateddischarge Guarantor's obligations hereunder. (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 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. Unless the Guarantors and the Administrative Agent shall otherwise agree, this Guaranty shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, 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 in full and performed in full, the Commitments are terminated. (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 (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all Obligations (as defined in the Repurchase Agreement) of the Seller owed to the provisions of Section 8, each Buyer under the Repurchase 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 The Guarantor further agrees to pay any and all reasonable expenses (including including, without limitation, all reasonable and documented fees and disbursements of counsel) that , which with respect to entering into this Guaranty and each other Program Agreement shall not exceed the Legal Expense Cap), 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 is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the Obligations may at Seller to the Buyer under the Repurchase Agreement have been validly, finally and irrevocably paid in full and shall not be affected in any time and way by the absence of any action to obtain those amounts 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 Seller or any other Guaranteed Party hereunderguarantor or surety or to proceed against any other security provided by the Seller or any other person or entity. (d) No 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 Seller or that any rights or remedies first be exhausted against the Seller and the Guarantor hereby waives diligence, presentment, demand on the Seller for payment or payments made by any Borrowerotherwise, any filing of claims, requirement of a prior proceeding against the GuarantorsSeller and protest or notice, any other guarantor or any other Person or received or collected except as may be provided for in the Repurchase Agreement with respect to amounts payable 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 terminatedSeller. (e) Each The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the Seller under the Repurchase 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 termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty or any other defense that constitutes a legal or equitable discharge or 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 Seller or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Repurchase Agreement or the related collateral; (ii) the Seller’s lack of authorization to enter into the Repurchase Agreement or its disability or bankruptcy; (iii) incomplete performance of the Repurchase Agreement; (iv) delay by the Buyer in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (f) If at any time payment under the Repurchase Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Seller or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (g) So long as any amount payable by the Seller in connection with the Repurchase 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 Seller or any of its property or assets or otherwise for or on account of any payment made by the Guarantor 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 Buyer, to be credited and applied against the amount so payable by the Seller and until payment is made to the Buyer the Guarantor shall hold such amounts in trust for the Buyer. (h) If the Seller 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 Seller under the Repurchase Agreement to the extent such amounts are not paid when due by the Seller. (i) The Guarantor agrees that whenever, at any time, or from time to time, it shall make upon Guarantor making 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 promptly notify the Administrative Agent Buyer in writing (which may be by email) that such payment is was made under this Guaranty for such purpose. (f. Any such notice shall be sent to Buyer at the address(es) If acceleration specified in Section 11.05 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 AgentRepurchase Agreement.

Guaranty. (a) Subject to the provisions of limitation set forth in Section 82.09, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, Guarantor hereby guarantees to the Administrative Agent, as agent for City the benefit of the Guaranteed Parties, the punctual and complete timely payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantied Obligations in each Obligationcase strictly in accordance with their terms. If a Borrower fails Guarantor hereby further agrees that if the Tribe shall fail to pay in full when due (whether at stated maturity, by acceleration or perform otherwise) all or any Obligation when duepart of the Guarantied Obligations and written notice of such failure has been provided to the Guarantor, each then Guarantor agrees will immediately pay in full such Guarantied Obligations; provided, however, that it will forthwith on demand pay or perform after notice of a failure by the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees Tribe to pay regularly scheduled principal and interest on the Note, Guarantor shall have five (5) days to cure such amounts then due and without acceleration. In the case of any extension of time of payment or renewal of all or any part of the Guarantied Obligations, the same will be timely paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is absolute, irrevocable and unconditional in nature and is made with respect to 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 Guarantied Obligations. Guarantor’s 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 shall continue until full satisfaction of all Guarantied Obligations, or until release of Guarantor’s obligations hereunder pursuant to Section 2.11. This Guaranty is a guarantee of due and punctual payment and not of collectibility. Notwithstanding anything to the contrary herein or in the Note, the Note and this Guaranty may not be amended by written agreement of the time respective parties without notice to, and the express written consent of, the Guarantor, at its sole discretion. The intent of this Section is that the guaranteed amount may not be increased above $30,000,000, subject to additions for payment late fees, costs of any Obligation by a Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwisecollection and interest payments, all Obligations otherwise subject to acceleration as arising solely under the terms Note, but less any principal reduction payments made in accordance with such Note, without notice to and express consent of any Credit Document shall nonetheless be payable by Guarantor. The Note and this Guaranty are separate and apart from the Guarantors hereunder forthwith on demand by terms, obligations and payments due to the Administrative AgentCity under the LDA and/or the Services Agreement dated between the Tribe and the City.

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 Sellers 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 a 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 either 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 either 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 Guarantor unconditionally guarantees and promises to pay to the provisions Bank, in accordance with the payment instructions contained in the Contract, on demand after the default by the Obligor in the performance of Section 8its payment obligations under the Contract, each in lawful money of the Guarantors herebyUnited States, jointly any and severally, unconditionally and irrevocably, guarantees, all Obligations (as primary obligor and not merely as surety, hereinafter defined) consisting of payments due to the Administrative AgentBank. For purposes of this Guaranty, the term “Obligations” means and includes the obligations of the Obligor to reimburse to the Bank: (a) the amount of any draw on any letter of credit issued pursuant to the Contract and all interest accrued on such reimbursement obligation from the date of such reimbursement until the date paid and (b) reasonable fees, expenses or other amounts payable by the Obligor to the Bank under the Contract; provided, however, that with respect to the Obligations described in clause (b), the Guarantor’s aggregate liability shall not exceed $250,000. (b) This Guaranty is absolute, unconditional, continuing and irrevocable, constitutes an independent guaranty of payment and is in no way conditioned on or contingent upon any attempt to enforce in whole or in part any of the Obligor’s Obligations to the Bank, the existence or continuance of the Obligor as agent a legal entity, the consolidation or merger of the Obligor with or into any other entity, the sale, lease or disposition by the Obligor of all or substantially all of its assets to any other entity, or the bankruptcy or insolvency of the Obligor, the admission by the Obligor of its inability to pay its debts as they mature, or the making by the Obligor of a general assignment for the benefit of the Guaranteed Partiesof, the punctual and complete payment and performance when due (whether at the stated maturityor entering into a composition or arrangement with, by acceleration or otherwise) of each Obligationcreditors. If a Borrower the Obligor fails to pay or perform any Obligation Obligations to the Bank that are subject to this Guaranty as and when they are due, each the Guarantor agrees that it will shall forthwith on demand pay to the Bank all such liabilities or perform obligations in immediately available funds. Each failure by the relevant Obligation at the place and in the manner specified in the relevant Credit Document. (b) Each Guarantor further agrees Obligor to pay any Obligations shall give rise to a separate cause of action, and all reasonable expenses (including all reasonable fees and disbursements of counsel) that separate suits may be paid or incurred by the Administrative Agent or any other Guaranteed Party in enforcing, or obtaining advice brought hereunder as each cause 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 Guarantyaction arises. (c) Each Guarantor agrees that the Obligations The Bank may at any time and from time to time exceed time, without the amount consent of or notice to the Guarantor, except such notice as may be required by applicable statute that cannot be waived, without incurring responsibility to the Guarantor, and without impairing or releasing the obligations of the liability Guarantor hereunder, (i) exercise or refrain from exercising any rights against the Obligor or others (including the Guarantor) or otherwise act or refrain from acting, (ii) settle or compromise any Obligations hereby guaranteed and/or any other obligations and liabilities (including any of such Guarantor hereunder without impairing this Guaranty those hereunder) incurred directly or affecting indirectly in respect thereof or hereof, and may subordinate the rights and remedies payment of the Administrative Agent all or any other Guaranteed Party hereunderpart thereof to the payment of any obligations and liabilities which may be due to the Bank or others, and (iii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed. (d) No The Bank may not, without the prior written consent of the Guarantor, (i) change the manner, place and terms of payment or payments made by change or extend the time of payment of, renew, or alter any BorrowerObligation hereby guaranteed, or in any manner modify, amend or supplement the terms of the Guarantors, any other guarantor Contract or any other Person documents, instruments or received agreements executed in connection therewith, (ii) take and hold security or collected by the Administrative Agent additional security for any or any other Guaranteed Party from any Borrower, any all of the Guarantorsobligations or liabilities covered by this Guaranty, 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 (iii) assign its rights and interests under this Guaranty, in reduction of whole 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 terminatedpart. (e) Each Guarantor agrees that wheneverNo invalidity, at any timeirregularity or unenforceability of the Obligations hereby guaranteed shall affect, impair, or from time be a defense 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 this Guaranty. This is made under this a continuing 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 which Guarantor receives continuing consideration and all obligations to which it applies or receivership of such Borrower or otherwise, all Obligations otherwise subject to acceleration may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon and this Guaranty is therefore irrevocable without the prior written consent of any Credit Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative AgentBank.

Guaranty. (a) Subject to the terms, provisions and limitations of Section 8this Guaranty, each of Guarantor hereby unconditionally guarantees to Landlord the Guarantors herebyfull, jointly complete 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 timely 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 Tenants of all Minimum Rent (as defined in each Existing Lease) and Additional Rent (as defined in each Existing Lease) (hereunder collectively referred to as "Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or Rent") due and payable under all of the Obligations and/or enforcing any rights with respect toExisting Leases for the Guaranty Term, 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 without deduction by reason 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 (except to the extent of any time or from time set-offs to time in reduction of or in payment which a Tenant is expressly entitled pursuant to the terms of the Obligations Existing Leases), defense or counterclaim. For purposes hereof, it is expressly understood and agreed that Guaranteed Rent shall be deemed not include any sums for damages relating to modify, reduce, release or otherwise affect the liability acceleration of any Guarantor hereunder, which shall, notwithstanding rent due under any such payment or payments other than payments made by such Guarantor Existing Lease in respect excess of the Obligations Minimum Rent and Additional Rent payable during the Guaranty Term in accordance with the terms of such Existing Lease. In the event that there is any event of default or payments received default by a Tenant pursuant to the terms of an Existing Lease, Landlord hereby agrees to use reasonable efforts to mitigate its damages. A. If during the Guaranty Term, a Tenant shall fail to pay all or collected from such Guarantor in respect any portion of the ObligationsGuaranteed Rent when due, remain liable for the Obligations up Guarantor shall pay (without first requiring Landlord to the maximum liability of proceed against such Guarantor hereunder until the Obligations under the Credit Documents are paid and performed in fullTenant, the Commitments are terminated. (e) Each Guarantor agrees that wheneverany other person, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other security) to Landlord all 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 Rent due and unpaid. Guarantor shall make payment of such Guaranteed Rent within four (4) Business Days of receipt by Guarantor of notice from Landlord of a Tenant's failure to pay such Guaranteed Rent. Interest at the Disbursement Rate shall accrue and be owing and due by Guarantor to Landlord for any Obligation by a Borrower is stayed by reason of the insolvency or receivership of Guaranteed Rent not paid within 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.four (4)