Common use of Guaranty Clause in Contracts

Guaranty. (a) 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 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 Guarantor. (b) 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 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in 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, the Guarantors under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Each Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary or that any rights or and remedies first be exhausted against of 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryBuyer hereunder. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable payment of all amounts payable by Seller, the LD Subsidiary under the AgreementGuarantors, 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 other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by the Buyer from the Seller, the Guarantors, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence of any bankruptcyObligations shall be deemed to modify, insolvencyreduce, reorganization release or similar proceedings involving otherwise affect 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 liability of the Agreement; (iv) delay Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Beneficiary Guarantors in making a claim; (v) lack respect of complete disclosure the Obligations or payments received or collected from the Guarantors in respect of matters relevant the Obligations, remain liable for the Obligations up to the Guarantor; maximum liability of the Guarantors hereunder until the Obligations are paid in full and the Master Repurchase Agreement is terminated (vi) failure to notify such date, the Guarantor“Expiration Date”). (e) If Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon Buyer on account of its liability hereunder, it will notify the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to Buyer in writing that such payment shall be reinstated upon is made under this Guaranty for such restoration or return being madepurpose. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Each Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue be jointly 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 account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, severally liable to the extent necessary to satisfy any such amount overdue and unpaid, to Buyer for all obligations of 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 BeneficiaryGuarantors hereunder. (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) The Guarantor hereby (i) fullySubject to the provisions of Section 8, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Beneficiary under Administrative Agent, as agent for 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 benefit of the GuarantorGuaranteed 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) This is a continuing Guaranty Each Guarantor further agrees to pay any and a guaranty all reasonable expenses (including all reasonable fees and disbursements of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable counsel) that may be paid or incurred by the 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 Administrative Agent or any other guarantor Guaranteed Party in enforcing, or surety obtaining advice of counsel in respect of, any rights with respect to, or to proceed against collecting, any other security provided by or all of the LD Subsidiary Obligations and/or enforcing any rights with respect to, or any other person or entitycollecting against, such Guarantor under this Guaranty. (c) The Each Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary rights and remedies of the Administrative Agent 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryother Guaranteed Party hereunder. (d) The Guarantor agrees thatNo payment or payments made by any Borrower, 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 termination or discharge whatsoever by reason of the invalidityGuarantors, illegality or unenforceability of any obligations under this Guaranty other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of a the Guarantors, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any bankruptcyGuarantor hereunder, insolvencywhich shall, reorganization notwithstanding any such payment or similar proceedings involving the LD Subsidiary or payments other than payments made 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 such Guarantor in respect of the Agreement; (iv) delay by Obligations or payments received or collected from such Guarantor in respect of the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant Obligations, remain liable for the Obligations up to the Guarantor; maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and (vi) failure to notify performed in full, the GuarantorCommitments are terminated. (e) If Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded Administrative Agent or must be otherwise restored or returned upon any other Guaranteed Party on account of its liability hereunder, it will notify the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to Administrative Agent in writing that such payment shall be reinstated upon is made under this Guaranty for such restoration or return being madepurpose. (f) So long as If acceleration of the time for payment of any amount 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 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 Guarantors hereunder forthwith on account of any payment made demand 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 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 BeneficiaryAdministrative Agent. (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) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Buyer and its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) This is a continuing Guaranty The Guarantor further agrees to pay any and a guaranty all expenses (including, without limitation, all reasonable fees and reasonable disbursements of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable counsel) which may be paid or incurred by the LD Subsidiary to Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Beneficiary Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis Guaranty. (c) The No payment or payments made by the Seller, the Guarantor, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereby agrees that it shall not be necessaryhereunder which shall, as a condition precedent notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, remain liable for the Obligations up to enforcement the maximum liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against Guarantor hereunder until the LD Subsidiary Obligations are paid in full 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 be provided for in the Repurchase Agreement with respect to amounts payable by the LD Subsidiaryis terminated. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fullyEach Grantor hereby, irrevocably jointly and severally, unconditionally guarantees and irrevocably, guaranties to the due and punctual payment of any and all obligations Collateral Agent, for the benefit of the LD Subsidiary owed to Secured Parties and their respective successors, indorsees, transferees and assigns, the Beneficiary under prompt and complete payment and performance by Debtor when due (whether at the Agreement and (iistated maturity, by acceleration or otherwise) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the GuarantorSecured Obligations. (b) This is a continuing Guaranty Anything herein or in any other Ancillary Document to the contrary notwithstanding, the maximum liability of each Grantor hereunder and a under the Ancillary Documents shall in no event exceed the amount which can be validly guarantied by such Grantor, if any, under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 6.2 of this Agreement). (c) Each Grantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Grantor hereunder without impairing the guaranty contained in this Section 6.1 or affecting the rights and remedies of payment the Secured Parties pursuant to this Agreement. (not merely of collection), and it d) The guaranty contained in this Section 6.1 shall remain in full force and effect until all amounts payable by the 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement termination of this GuarantyAgreement, notwithstanding that a suit first be instituted against the 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 from time to time prior proceeding against the LD Subsidiary and protest or notice, except as thereto Debtor may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 free from 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorSecured Obligations. (e) If No payment made by Debtor, any Grantor, any other guarantor or any other Person or received or collected by the Secured Parties from Debtor, any Grantor, 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the Guarantor or otherwiseliability of any Grantor pursuant to this Agreement, the Guarantor’s obligations hereunder with respect to which shall remain, notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Grantor in respect of the Guarantor under this GuarantySecured Obligations or any payment received or collected from such Grantor in respect of the Secured Obligations), 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 Secured Obligations up to the extent maximum liability of such amounts are not paid when due by Grantor pursuant to this Agreement until the LD Subsidiarytermination of this Agreement.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to Buyer the prompt and complete payment and performance by Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by 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, Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the PC Repurchase Agreement have been validly, finally and irrevocably (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 No payment or otherwisepayments made by Seller or any other Person or received or collected by Buyer from Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, filing at any time or from time to time, in reduction of claimsor in payment of the Obligations shall be deemed to modify, requirement reduce, release or otherwise affect the liability of a prior proceeding against Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the LD Subsidiary and protest or notice, except as may be provided for amount of the outstanding Obligations until the outstanding Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, except by the complete and irrevocable at any time, or from time to time, Guarantor shall make any payment to Buyer on account of all amounts payable by the LD Subsidiary under the AgreementGuarantor’s liability hereunder, its obligations Guarantor will notify Buyer in writing that such payment is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fullyThe Guarantors hereby, irrevocably jointly and severally, unconditionally guarantees and irrevocably, guarantee to the Purchasers and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance when due and punctual payment of any and all obligations (whether at the stated maturity, by acceleration or otherwise) of the LD Subsidiary owed to the Beneficiary under the Agreement and Obligations. (ii) acknowledges that Anything herein or in any and all amounts payable by other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be pari passu with all other senior unsecured debt guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the Guarantorrights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (biii) This is a continuing Guaranty Each Guarantor agrees that the Obligations may at any time and a from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of payment the Purchasers hereunder. (not merely of collection), and it iv) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable 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 made by the LD Subsidiary to Company, any of the Beneficiary under the Agreement have been validlyGuarantors, 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 guarantor or surety or to proceed against any other security provided Person or received or collected by the LD Subsidiary Purchasers from the Company, any of the Guarantors, any other guarantor or any other person Person by virtue of any action or entity. (c) 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 LD Subsidiary proceeding 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 off or termination appropriation 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If application at any time or from time to time in reduction of or in payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor under in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations 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 specific performance of which by the LD Subsidiary and until payment Guarantors is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. not reasonably possible (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to existe.g., the Guarantor issuance of the Company’s Common Stock), the Guarantors shall nonetheless continue to only be liable for making the payment of all amounts payable by Purchasers whole on a monetary basis for the LD Subsidiary under Company’s failure to perform such Obligations in accordance with the Agreement to the extent such amounts are not paid when due by the LD SubsidiaryTransaction Documents.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to Buyer the prompt and complete payment and performance by Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by 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, Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably or (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 No payment or otherwisepayments made by Seller or any other Person or received or collected by Buyer from Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, filing at any time or from time to time, in reduction of claimsor in payment of the Obligations shall be deemed to modify, requirement reduce, release or otherwise affect the liability of a prior proceeding against Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the LD Subsidiary and protest or notice, except as may be provided for amount of the outstanding Obligations until the outstanding Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, except by the complete and irrevocable at any time, or from time to time, Guarantor shall make any payment to Buyer on account of all amounts payable by the LD Subsidiary under the AgreementGuarantor’s liability hereunder, its obligations Guarantor will notify Buyer in writing that such payment is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably -------- guarantees to HRP the prompt and complete payment and performance by the GranCare Companies (i) fullyand each of them), irrevocably and unconditionally guarantees when due (whether at stated maturity, by acceleration or otherwise), of the due and punctual payment of Obligations. The Guarantor further agrees to pay any and all obligations expenses (including, without limitation, all reasonable fees and disbursements of the LD Subsidiary owed counsel to the Beneficiary HRP) which may be paid or incurred by HRP in enforcing, or obtaining advice of counsel in respect of, any of its rights 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 Guarantor. (b) this Guaranty. This Guaranty is a continuing Guaranty and 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 (not merely of collection)including without limitation such GranCare Company) or any other right, and it remedy or collateral. This Guaranty shall remain in full force and effect until all amounts the Obligations are paid in full. Notwithstanding the aggregate amount of the Obligations at any time or from time to time payable or to be payable by the LD Subsidiary GranCare Companies to HRP, the Beneficiary liability of the Guarantor to HRP under this Section 2 shall not exceed the Agreement have been validly--------- principal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect of such principal sum; provided that whenever, finally at any time, or from time to time, Guarantor shall make any payment to HRP on account of its liability hereunder, it will notify HRP in writing that such payment is made under this Guaranty for such purpose. The Guarantor agrees that the Obligations may at any time and irrevocably from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of HRP hereunder. No payment or payments made by any GranCare Company or any other Person or received or collected by HRP from any GranCare Company or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full and shall not be affected (but subject as provided in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis paragraph). (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in 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, the Guarantors under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto any or all Sellers may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by the Sellers, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Sellers, 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 not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guarantythe Guarantors hereunder which shall, that a suit first be instituted against notwithstanding any such payment or payments other than payments made by the LD Subsidiary Guarantors in respect of the Obligations or that any rights payments received or remedies first be exhausted against collected from the LD Subsidiary Guarantors in respect of the Obligations, remain liable for the Obligations until the Obligations are paid in full 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 be provided for in the Master Repurchase Agreement with respect to amounts payable by the LD Subsidiaryis terminated. (d) The Each Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under Each Guarantor shall be jointly and severally liable with the Agreement is rescinded or must be otherwise restored or returned upon other Guarantors to the insolvency, bankruptcy or reorganization Buyer for all obligations of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being madeGuarantors hereunder. (f) So long as any amount payable by the 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 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 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) The Guarantor 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 (i) fullyacknowledged, Holdings hereby unconditionally, irrevocably and unconditionally jointly and severally guarantees to the due Agent and punctual payment of any and all obligations the Lenders, for the ratable benefit of the LD Subsidiary owed to Agent and the Beneficiary under Lenders and their respective successors, indorsees, transferees and assigns, the Agreement prompt and (ii) acknowledges that any complete payment and all amounts payable performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorObligations. (b) Holdings further agrees to pay any and all expenses (including, without limitation, all reasonable fees and expenses of counsel actually incurred) that may be paid or incurred by the Agent or any Lender in enforcing, or obtaining advice of counsel in respect of, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, Holdings under this Article IX. This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it Article IX shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not the Commitments have been terminated, notwithstanding that from time to time prior thereto the Borrower may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by the Borrower or any other Person or received or collected by the Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this GuarantyHoldings hereunder, that a suit first be instituted against and Holdings shall, notwithstanding any such payment or payments, remain liable hereunder for the LD Subsidiary or that any rights or remedies first be exhausted against Obligations until the LD Subsidiary Obligations are paid in full 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryCommitments have been terminated. (d) The Guarantor Holdings agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to 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 termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty Agent 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Lender on account of any payment made by the Guarantor their liability under this GuarantyArticle IX, it will notify the Guarantor shall forthwith pay Agent and such Lender in writing 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 under this Article IX for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations Each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guaranties to the Beneficiary under Administrative Agent, for the Agreement ratable benefit of the Lenders and (ii) acknowledges that any their respective successors, indorsees, transferees and all amounts payable assigns, the prompt and complete payment and performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Company when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorCompany Obligations. (b) This is a continuing Guaranty Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and a under the other Loan Documents shall in no event exceed the amount which can be guarantied by such Guarantor under applicable 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 Section 2 or affecting the rights and remedies of payment the Administrative Agent or any Lender hereunder. (not merely of collection), and it d) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable by of the LD Subsidiary to the Beneficiary under the Agreement Secured Obligations shall have been validly, finally and irrevocably paid 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorFull. (e) If No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor under this Guarantyin respect of the Secured Obligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Secured Obligations up to the extent maximum liability of such amounts Guarantor hereunder until the Secured Obligations are not paid when due by the LD SubsidiaryPaid in Full.

Guaranty. (a) The Subject to the provisions of Section 15, each Guarantor hereby hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorSecured Obligations. (b) This is a continuing Guaranty Each Guarantor further agrees to pay any and a guaranty all fees and expenses of payment the Purchasers (not merely including, without limitation, all reasonable fees and disbursements of collection), and it shall remain in full force and effect until all amounts payable counsel) which may be paid or incurred by the LD Subsidiary to Purchasers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Beneficiary Secured Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis Guaranty. (c) The Each Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Secured Obligations may at any time and from time to enforcement time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary or that any rights or and remedies first be exhausted against of 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryPurchasers hereunder. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the AgreementBorrower, 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 invalidityGuarantors, illegality or unenforceability of any obligations under this Guaranty other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense collected by the Purchasers from the Borrower, any of a the Guarantors, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any bankruptcyGuarantor hereunder which shall, insolvency, reorganization notwithstanding any such payment or similar proceedings involving the LD Subsidiary or payments other than payments made 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 such Guarantor in respect of the Agreement; (iv) delay by Secured Obligations or payments received or collected from such Guarantor in respect of the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant Secured Obligations, remain liable for the Secured Obligations up to the Guarantor; and (vi) failure to notify maximum liability of such Guarantor hereunder until the GuarantorSecured Obligations are indefeasibly paid in full in immediately available funds. (e) If Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Purchasers on account of any payment made by its liability hereunder, it shall notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Purchasers in writing 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 under this Guaranty for such purpose; provided, that the failure to give such notice shall not effect the Beneficiary the Guarantor shall hold validity of such amounts in trust for the Beneficiarypayment. (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) The Guarantor hereby Subject to the provisions of Section 2.01(b), each Obligor hereby, jointly and severally, unconditionally and irrevocably, guarantees to each Guaranteed Creditor and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower or its Subsidiaries when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorBorrower’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 Obligor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by any Guaranteed 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, an Obligor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Borrower’s Obligations are paid in full and shall not be affected (or, in any way by the absence case of any action to obtain those amounts from LC Exposure, cash collateralized in accordance with Section 2.05(j) of the LD Subsidiary Credit Agreement) and the total Commitments are terminated, or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as until a condition precedent to enforcement release of this GuarantyGuaranty is made pursuant to Section 2.08, notwithstanding that a suit first be instituted against the 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 from time to time prior proceeding against the LD Subsidiary and protest or notice, except as thereto no amounts may be provided for in outstanding under the Agreement with respect to amounts payable by the LD SubsidiaryCredit Agreement. (d) The Guarantor Each Obligor agrees that, except by that the complete Borrower’s Obligations may at any time and irrevocable payment of all amounts payable by from time to time exceed 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 termination or discharge whatsoever by reason amount of the invalidity, illegality or unenforceability liability of any obligations under such Obligor hereunder without impairing 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 affecting the existence rights and remedies 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorGuaranteed Creditor hereunder. (e) If No payment or payments made by the Borrower, any Obligor, any other guarantor or any other Person or received or collected by a Guaranteed Creditor from the Borrower, an 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Borrower’s Obligations shall be deemed to modify, reduce, release or otherwise affect the Guarantor or otherwiseliability of any Obligor hereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being madepayments (other than payments made by the Borrower or an Obligor in respect of the Borrower’s Obligations or payments received or collected from an Obligor in respect of the Borrower’s Obligations), remain liable for the Borrower’s Obligations up to the maximum liability of any Obligor hereunder 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. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidEach Obligor agrees that whenever, the Guarantor shall not exercise any right of subrogation. If at any time, or from time when to time, it shall make any amount is overdue and unpaid the Guarantor receives payment to any amount as a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or Guaranteed Creditor on account of any payment made by its liability hereunder, it will notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Administrative Agent in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby unconditionally and irrevocably guarantees to the Buyer the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the 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, the Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the PMH Repurchase Agreement have been validly, finally and irrevocably (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by the Seller or any other Person or received or collected by the Buyer from the 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 Obligations shall not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencehereunder which shall, presentment, demand on the LD Subsidiary for notwithstanding any such payment or otherwisepayments, filing remain liable for the amount of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for outstanding Obligations until the outstanding Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time, or from time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidtime, the Guarantor shall not exercise make any right of subrogation. If at any time when any amount is overdue and unpaid payment to 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 Buyer on account of any payment made by the Guarantor under this GuarantyGuarantor’s liability hereunder, the Guarantor shall forthwith pay will notify the Buyer in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor In order to induce the Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements, Holdings hereby (i) fullyagrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, irrevocably and unconditionally guarantees the due and punctual payment whether upon maturity, acceleration or otherwise, of any and all obligations of the LD Subsidiary owed Guaranteed Obligations of the Guaranteed Parties to the Beneficiary under Guaranteed Creditors. If any or all of the Agreement Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and (ii) acknowledges that payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all amounts payable expenses which may be incurred by the Guarantor hereunder shall be pari passu with all Administrative Agent and the other senior unsecured debt Guaranteed Creditors in collecting any of the Guarantor. (b) 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 LD Subsidiary Guaranteed Obligations to the Beneficiary extent reimbursable under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in Section 14.01. If claim is ever made upon any way by the absence Guaranteed Creditor for repayment or recovery of any action to obtain those amount or amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 received in payment or otherwise, filing on account of claims, requirement any of a prior proceeding against the LD Subsidiary Guaranteed Obligations and protest any of the aforesaid payees repays all or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment part 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 termination or discharge whatsoever said amount 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 LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendmentany judgment, waivers decree 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 order of any action against the LD Subsidiary court or administrative body having jurisdiction over such payee or any of its property or assets (ii) any settlement or otherwise for or on account compromise of any payment made such claim effected by such payee with any such claimant (including the Guarantor under Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this GuarantyHoldings Guaranty or other instrument evidencing any liability of the Borrower, the Guarantor and Holdings shall forthwith pay that amount received by it, be and remain liable to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against aforesaid payees hereunder for the amount so payable by the LD Subsidiary and until payment is made repaid or recovered to the Beneficiary the Guarantor shall hold same extent as if such amounts in trust for the Beneficiaryamount had never originally been received by any such payee. (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) The Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees as primary obligor and not merely as a surety, to the Noteholder and any other Person holding any Obligations and each of its permitted indorsees, transferees and assigns the prompt and complete payment and performance by the Issuer when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) which may be paid or incurred by the Noteholder or its agents, advisors, representatives, etc. in 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, any of the Guarantors under this Agreement. This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it Agreement shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall the Secured Note Agreement is terminated, notwithstanding that from time to time prior thereto there may not be affected in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityoutstanding Obligations. (c) 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 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 No payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable payments made by the LD SubsidiaryIssuer, any Guarantor, any other guarantor or any other Person, or received or collected by the Noteholder from the Issuer, any 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 Guarantor hereunder. (d) The Subject to Section 4.7 hereof, the Guaranty contained in this Section 2.1 shall remain in full force and effect and each Guarantor agrees that, except by shall remain liable for 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 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 LD Subsidiary or by any other circumstance, including, without limitation Obligations until (i) assertions of amendment, waivers or forbearance affecting the Obligations are satisfied and paid in full and this Agreement or the related collateral; has been terminated and (ii) the LD Subsidiary’s lack of authorization date on which any payment made to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance Noteholder in respect of the Agreement; (iv) delay by Obligations shall no longer be subject to avoidance under the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorBankruptcy Code. (e) If Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under on account of its liability hereunder, it will notify the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to Noteholder in writing that such payment shall be reinstated upon is made under this Agreement for such restoration or return being madepurpose. (f) So long as Anything herein or in any amount payable by other Secured Note Document to the LD Subsidiary in connection with the Agreement is overdue and unpaidcontrary notwithstanding, the maximum liability of each Guarantor hereunder shall not exercise any 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 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 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 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 contribution established in trust for the BeneficiarySection 2.2). (g) If Each Guarantor agrees that the LD Subsidiary merges Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty of such Guarantor contained in this Section 2 or consolidates with or into another entity, loses its separate legal identity or ceases to exist, affecting the Guarantor shall nonetheless continue to be liable for rights and remedies of 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 SubsidiaryNoteholder hereunder.

Guaranty. (a) The Guarantor hereby Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in 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, the Guarantors under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by the Seller, the Guarantors, any other guarantor or any other Person or received or collected by the Buyer from the Seller, 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 not be necessarydeemed to modify, as a condition precedent reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantors in respect of the Obligations or payments received or collected from the Guarantors in respect of the Obligations, remain liable for the Obligations up to enforcement the maximum liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against Guarantors hereunder until both the LD Subsidiary Obligations are paid in full and the Guarantor hereby waives diligenceMaster Repurchase Agreement is terminated (such date, 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary“Expiration Date”). (d) The Each Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under Each Guarantor shall be jointly and severally liable to the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization Buyer for all obligations of the LD Subsidiary or Guarantors hereunder. The Guarantors hereby: (a) acknowledge and agree that the Buyer shall have no obligation to proceed against one Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 before proceeding against the LD Subsidiary or other Guarantor, (b) waive any of its property or assets or otherwise for or on account of any payment made by the Guarantor 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 shall forthwith pay that amount received by itversus the other or of any other Guarantor, and (c) waive any right of subrogation or ability to the extent necessary to satisfy proceed against any such amount overdue and unpaid, to the Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and Person 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 owed to Buyer by the LD Subsidiary under the Agreement Guarantors pursuant to the extent such amounts this Guaranty are not paid when due by the LD Subsidiaryin full.

Guaranty. (a) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Lender and its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Lender in 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, the Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not notwithstanding that from time to time prior thereto the Borrower may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The No payment or payments made by the Borrower, the Guarantor, any other guarantor or any other Person or received or collected by the Lender from the Borrower, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereby agrees that it shall not be necessaryhereunder which shall, as a condition precedent notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, remain liable for the Obligations up to enforcement the maximum liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against Guarantor hereunder until the LD Subsidiary Obligations are paid in full 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 be provided for in the Financing Facility Agreement with respect to amounts payable by the LD Subsidiaryis terminated. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Lender on account of its liability hereunder, it will notify the Lender in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in 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, the Guarantors under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Each Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary or that any rights or and remedies first be exhausted against of 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryBuyer hereunder. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable payment of all amounts payable by Seller, the LD Subsidiary under the AgreementGuarantors, 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 other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by the Buyer from the Seller, the Guarantors, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence of any bankruptcyObligations shall be deemed to modify, insolvencyreduce, reorganization release or similar proceedings involving otherwise affect 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 liability of the Agreement; (iv) delay Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Beneficiary Guarantors in making a claim; (v) lack respect of complete disclosure the Obligations or payments received or collected from the Guarantors in respect of matters relevant the Obligations, remain liable for the Obligations up to the Guarantor; maximum liability of the Guarantors hereunder until the Obligations are paid in full and the Master Repurchase Agreement is terminated (vi) failure to notify such date, the Guarantor"Expiration Date"). (e) If Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon Buyer on account of its liability hereunder, it will notify the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to Buyer in writing that such payment shall be reinstated upon is made under this Guaranty for such restoration or return being madepurpose. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Each Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue be jointly 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 account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, severally liable to the extent necessary to satisfy any such amount overdue and unpaid, to Buyer for all obligations of 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 BeneficiaryGuarantors hereunder. (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) The Limited Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Buyer and its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to Obligations; provided however, that in no event shall the Beneficiary Limited Guarantor’s liability under the Agreement and Guaranty exceed an amount equal to ten (ii10%) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt percent of the GuarantorPurchase Price outstanding from time to time. (b) This is a continuing Guaranty The Limited Guarantor further agrees to pay any and a guaranty all expenses (including, without limitation, all fees and disbursements of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable counsel) which may be paid or incurred by the LD Subsidiary to Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting against the Beneficiary Limited Guarantor 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis Guaranty. (c) The Limited Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the amount of the liability of such Limited Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary or that any rights or and remedies first be exhausted against of 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryBuyer hereunder. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable payment of all amounts payable by Seller, the LD Subsidiary under the AgreementLimited Guarantor, 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 other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by the Buyer from the Seller, the Limited Guarantor, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence of any bankruptcyObligations shall be deemed to modify, insolvencyreduce, reorganization release or similar proceedings involving otherwise affect 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 liability of the Agreement; (iv) delay Limited Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Beneficiary Limited Guarantor in making a claim; (v) lack respect of complete disclosure the Obligations or payments received or collected from the Limited Guarantor in respect of matters relevant the Obligations, remain liable for the Obligations up to the Guarantor; maximum liability of the Limited Guarantor hereunder until the Obligations are paid in full and (vi) failure to notify the GuarantorRepurchase Agreement is terminated. (e) If The Limited Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Buyer on account of any payment made by its liability hereunder, it will notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Buyer in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby hereby, unconditionally and irrevocably, jointly and severally guarantees to the Buyer and its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) This is a continuing Guaranty The Guarantor further agrees to pay any and a guaranty all expenses (including, without limitation, all fees and disbursements of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable counsel) which may be paid or incurred by the LD Subsidiary to Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Beneficiary Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis Guaranty. (c) The No payment or payments made by the Seller, the Guarantor, any other guarantor or any other Person or received or collected by the Buyer from the Seller, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereby agrees that it shall not be necessaryhereunder which shall, as a condition precedent notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, remain liable for the Obligations up to enforcement the maximum liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against Guarantor hereunder until the LD Subsidiary Obligations are paid in full and the Guarantor hereby waives diligence, presentment, demand on Repurchase Agreement is terminated subject to the LD Subsidiary for payment or otherwise, filing provisions of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD SubsidiarySection 7 hereof. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Buyer on account of the Guarantor’s liability hereunder, it will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor and not merely surety, to the Beneficiaries the prompt and complete payment 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 (i) fullysuch payment and other obligations, irrevocably the "Obligations"), and unconditionally guarantees the due and punctual payment of Guarantor further agrees to pay any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and expenses (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) 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 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 LD Subsidiary or by any other circumstance, including, without limitation (ilimitation, reasonable fees and expenses of counsel) assertions of amendmentthat may be paid or incurred by the Beneficiaries in enforcing any rights with respect to, waivers or forbearance affecting the Agreement collecting, any 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 all of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at Obligations and/or enforcing any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder rights with respect to such payment shall be reinstated upon such restoration to, or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidcollecting against, 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 account of any payment made by the Guarantor under this Guaranty. The Guarantor will not exercise any rights that it may now or hereafter acquire against Transferee that arise from the existence, payment, performance or enforcement of the Guarantor's Obligations under this Guaranty, the Transferred Interest or the Operative Agreements, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of 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 property or by set-off or in any other manner, payment or 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 prior to the final payment in full in cash of the Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of any Beneficiary and shall forthwith pay that amount received by it, be paid to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, Beneficiary to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the Guarantor shall hold such amounts in trust for terms of the Beneficiary. (g) If the LD Subsidiary merges Operative Agreements, or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable held as collateral for the payment of all any Obligations or other amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiarythis Guaranty thereafter arising.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably (iexcept as otherwise provided in Section 5.13) fullyguaranties to the Administrative Agent, irrevocably and unconditionally guarantees for the due and punctual payment of any and all obligations ratable benefit of the LD Subsidiary owed to Lenders and their respective successors, indorsees, transferees and assigns, the Beneficiary under the Agreement prompt and (ii) acknowledges that any complete payment and all amounts payable performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorObligations. (b) This is a continuing Guaranty The Guarantor further agrees to pay any and a guaranty all reasonable documented expenses (including, without limitation, the reasonable fees and disbursements of payment counsel) which may be paid or incurred by the Administrative Agent or any 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 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 (not merely unless there shall exist an actual conflict of collection)interest among such Persons, and it 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 all amounts payable by the 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 occurrence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitya Termination Event. (c) The Guarantor hereby agrees that it No payment or payments made by the Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencehereunder which shall, presentment, demand on the LD Subsidiary for notwithstanding any such payment or otherwisepayments (other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations), filing of claims, requirement remain liable for the Obligations until the occurrence of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryTermination Event. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and irrevocable such Lender in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably guarantees to HRP the prompt and complete payment and performance by the GranCare Companies (i) fullyand each of them), irrevocably and unconditionally guarantees when due (whether at stated maturity, by acceleration or otherwise), of the due and punctual payment of Obligations. The Guarantor further agrees to pay any and all obligations expenses (including, without limitation, all reasonable fees and disbursements of the LD Subsidiary owed counsel to the Beneficiary HRP) which may be paid or incurred by HRP in enforcing, or obtaining advice of counsel in respect of, any of its rights 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 Guarantor. (b) this Guaranty. This Guaranty is a continuing Guaranty and 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 (not merely of collection)including without limitation such GranCare Company) or any other right, and it remedy or collateral. This Guaranty shall remain in full force and effect until all amounts the Obligations are paid in full. Notwithstanding the aggregate amount of the Obligations at any time or from time to time payable or to be payable by the LD Subsidiary GranCare Companies to HRP, the Beneficiary liability of the Guarantor to HRP under this Section 2 shall not exceed the Agreement have been validlyprincipal sum of Fifteen Million Dollars ($15,000,000) in the aggregate less amounts paid by the Guarantor hereunder in respect of such principal sum; provided that whenever, finally at any time, or from time to time, Guarantor shall make any payment to HRP on account of its liability hereunder, it will notify HRP in writing that such payment is made under this Guaranty for such purpose. The Guarantor agrees that the Obligations may at any time and irrevocably from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of HRP hereunder. No payment or payments made by any GranCare Company or any other Person or received or collected by HRP from any GranCare Company or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full and shall not be affected (but subject as provided in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis paragraph). (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in 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, the Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Sellers may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The No payment or payments made by any Seller, the Guarantor, any other guarantor or any other Person or received or collected by the Buyer from a Seller, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereby agrees that it shall not be necessaryhereunder which shall, as a condition precedent notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, remain liable for the Obligations up to enforcement the maximum liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against Guarantor hereunder until both the LD Subsidiary Obligations are paid in full and the Guarantor hereby waives diligenceMaster Repurchase Agreement is terminated (such date, 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary“Expiration Date”). (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the The Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise hereby waives any right of subrogation. If at subrogation or ability to proceed against 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 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 Beneficiary, to be credited and applied against the amount so payable by the LD Subsidiary and Person 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 owed to Buyer by the LD Subsidiary under the Agreement Guarantor pursuant to the extent such amounts this Guaranty are not paid when due by the LD Subsidiaryin full.

Guaranty. From and after the Closing Date (a) The as such term is defined in the Purchase Agreement), Guarantor hereby (i) fullyabsolutely, unconditionally and irrevocably guarantees, as a principal obligor and unconditionally guarantees not merely as surety, to Landlord, the due full, timely and punctual unconditional payment of any and all obligations performance, of the LD Subsidiary owed to Guaranteed Obligations strictly in accordance with the Beneficiary under terms of the Purchase Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall Access Agreement, as such Guaranteed Obligations may be pari passu with all other senior unsecured debt of the Guarantor. (b) modified, amended, extended or renewed from time to time. This is a continuing Guaranty and a guaranty of payment (and performance and not merely of collection). Guarantor agrees that 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 it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any remedies that Landlord has under the Purchase Agreement have been validly, finally and irrevocably paid Access Agreement against Seller for failure to complete the Construction Work in full accordance with the terms and conditions therein shall not be affected apply to Guarantor as well. If Seller defaults in any way by the absence payment of any action Guaranteed Obligation, Guarantor shall in lawful money of the United States, pay to obtain those amounts from Landlord on demand the LD Subsidiary amount due and owing. Guarantor waives any rights to notices of acceptance, modifications, amendment, extension or breach of the 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. 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 separate and independent undertaking of Guarantor without regard to the genuineness, validity, legality or surety or to proceed against enforceability of the Purchase Agreement and/or the Access Agreement, and shall at all times be valid and enforceable irrespective of any other security provided by agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the LD Subsidiary obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity. entity (cincluding, without limitation, Seller) The relating to this Guaranty or the obligations or liabilities of Guarantor hereunder. Guarantor hereby agrees that absolutely, unconditionally and irrevocably waives any and all rights it shall not be necessarymay have to assert any defense, as a condition precedent set-off, counterclaim or cross-claim of any nature whatsoever with respect to enforcement this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, Seller) relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty, that a suit first be instituted against the LD Subsidiary in any action 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 be provided for in the Agreement with respect to amounts payable brought by the LD Subsidiary. (d) holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. The obligations of 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 continuing and this Guaranty shall not be subject to irrevocable (a) during any defense period of set-offtime when the liability of Seller under the Purchase Agreement and/or Access Agreement continues, counterclaim, recoupment or termination or discharge whatsoever by reason and (b) until all of the invalidityGuaranteed Obligations have been fully discharged by payment, illegality performance 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) compliance. If at any time all or any part of any payment received by Landlord from Seller or Guarantor or any other person under the Agreement is or with respect to this Guaranty has been refunded or rescinded pursuant to any court order, or must declared to be fraudulent or preferential, or are set aside or otherwise restored are required to be repaid to Seller, its estate, trustee, receiver or returned upon any other party, including as a result of the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Seller or any of its property or assets or otherwise for or on account of any payment made by other party (an "Invalidated Payment"), then Guarantor's obligations under the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by itGuaranty shall, to the extent necessary of such Invalidated Payment be reinstated and deemed to satisfy have continued in existence as of the date that the original payment occurred. This Guaranty shall not be affected or limited in any such amount overdue and unpaidmanner by whether Seller may be liable, with respect to the BeneficiaryGuaranteed Obligations individually, 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 Beneficiaryjointly with other primarily, or secondarily. (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) The Guarantor hereby (i) fullyThe Guarantors hereby, irrevocably jointly and severally, unconditionally guarantees and irrevocably, Guaranty to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due and punctual payment of any and all obligations (whether at the stated maturity, by acceleration or otherwise) of the LD Subsidiary owed to the Beneficiary under the Agreement and Obligations. (ii) acknowledges that Anything herein or in any and all amounts payable by other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be pari passu with all other senior unsecured debt guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the Guarantorrights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (biii) This is a continuing 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 Section 2 or affecting the rights and a guaranty remedies of payment the Purchaser hereunder. (not merely of collection), and it iv) The Guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable 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 made by the LD Subsidiary to Borrower, any of the Beneficiary under the Agreement have been validlyGuarantors, 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 guarantor or surety or to proceed against any other security provided Person or received or collected by the LD Subsidiary Purchasers from the Borrower, any of the Guarantors, any other guarantor or any other person Person by virtue of any action or entity. (c) 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 LD Subsidiary proceeding 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 off or termination appropriation 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If application at any time or from time to time in reduction of or in payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor under in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations 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 specific performance of which by the LD Subsidiary and until payment Guarantors 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 existnot reasonably possible, the Guarantor Guarantors shall nonetheless continue to only be liable for making the payment of all amounts payable by Purchasers whole on a monetary basis for the LD Subsidiary under Borrower' failure to perform such Obligations in accordance with the Agreement to the extent such amounts are not paid when due by the LD SubsidiaryTransaction Documents.

Guaranty. (a) The Guarantor hereby (i) fullyThe Guarantors hereby, irrevocably jointly and severally, unconditionally guarantees and irrevocably, guarantee to the Investors and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due and punctual payment of any and all obligations (whether at the stated maturity, by acceleration or otherwise) of the LD Subsidiary owed to the Beneficiary under the Agreement and Obligations. (ii) acknowledges that Anything herein or in any and all amounts payable by other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be pari passu with all other senior unsecured debt guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the Guarantorrights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (biii) This is a continuing Guaranty Each Guarantor agrees that the Obligations may at any time and a guaranty from time to time exceed the amount of payment the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Investors hereunder. (not merely of collection), and it iv) The guarantee contained in this Section 2 shall remain in full force and effect until all amounts payable the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the LD Subsidiary to Company, any of the Beneficiary under the Agreement have been validlyGuarantors, 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 guarantor or surety or to proceed against any other security provided Person or received or collected by the LD Subsidiary Investors from the Company, any of the Guarantors, any other guarantor or any other person Person by virtue of any action or entity. (c) 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 LD Subsidiary proceeding 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 off or termination appropriation 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If application at any time or from time to time in reduction of or in payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor under in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations 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 specific performance of which by the LD Subsidiary and until payment Guarantors is made to the Beneficiary the Guarantor shall hold such amounts in trust for the Beneficiary. not reasonably possible (g) If the LD Subsidiary merges or consolidates with or into another entity, loses its separate legal identity or ceases to existe.g., the Guarantor issuance of the Company's Common Stock), the Guarantors shall nonetheless continue to only be liable for making the payment of all amounts payable by Investors whole on a monetary basis for the LD Subsidiary under Company's failure to perform such Obligations in accordance with the Agreement to the extent such amounts are not paid when due by the LD SubsidiaryTransaction Documents.

Guaranty. (a) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations Each of the LD Subsidiary owed FNIS Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Beneficiary under Administrative Agent, for the Agreement ratable benefit of the Guaranteed Parties and (ii) acknowledges that any their respective successors, indorsees, transferees and all amounts payable assigns, the prompt and complete payment and performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Borrower when due (whether at stated maturity, by acceleration or otherwise) of the GuarantorBorrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each FNIS Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such FNIS Guarantor under applicable 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 the guarantee contained herein or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until (i) the Commitments have been terminated and (ii) all amounts payable by the LD Subsidiary Borrower Obligations (other than contingent indemnity obligations with respect to unasserted claims) and the Beneficiary Guarantor Obligations under the Agreement guarantee contained herein shall have been validly, finally and irrevocably paid satisfied by payment in full and no Letter of Credit shall not be affected in any way by outstanding (or have been cash collateralized or otherwise subject to arrangements reasonably acceptable to the absence Administrative Agent), notwithstanding that from time to time during the term of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by Credit Agreement the LD Subsidiary or any other person or entity. (c) 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 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 Borrower may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 free from 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorBorrower Obligations. (e) If No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any FNIS Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such FNIS Guarantor in respect of the Borrower Obligations or any payment received or collected from such FNIS Guarantor under this Guarantyin respect of the Borrower Obligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Borrower Obligations up to the extent maximum liability of such amounts FNIS Guarantor hereunder until the Commitments have been terminated and the Borrower Obligations (other than, in each case, indemnities and other contingent obligations not then due and payable) are not paid when due by in full and no Letter of Credit shall be outstanding (or have been cash collateralized or otherwise subject to arrangements reasonably acceptable to the LD SubsidiaryAdministrative Agent).

Guaranty. (a) The Guarantor hereby (i) fullySubject to the provisions of Section 8, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Beneficiary under Administrative Agent, as agent for 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 benefit of the GuarantorGuaranteed 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) This is a continuing Guaranty Each Guarantor further agrees to pay any and a guaranty all reasonable expenses (including all reasonable fees and disbursements of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable counsel) that may be paid or incurred by the 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 Administrative Agent or any other guarantor Guaranteed Party in enforcing, or surety obtaining advice of counsel in respect of, any rights with respect to, or to proceed against collecting, any other security provided by or all of the LD Subsidiary Obligations and/or enforcing any rights with respect to, or any other person or entitycollecting against, such Guarantor under this Guaranty. (c) The Each Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary rights and remedies of the Administrative Agent 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryother Guaranteed Party hereunder. (d) The Guarantor agrees thatNo payment or payments made by any Borrower, 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 termination or discharge whatsoever by reason of the invalidityGuarantors, illegality or unenforceability of any obligations under this Guaranty other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense collected by the Administrative Agent or any other Guaranteed Party from any Borrower, any of a the Guarantors, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any bankruptcyGuarantor hereunder, insolvencywhich shall, reorganization notwithstanding any such payment or similar proceedings involving the LD Subsidiary or payments other than payments made 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 such Guarantor in respect of the Agreement; (iv) delay by Obligations or payments received or collected from such Guarantor in respect of the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant Obligations, remain liable for the Obligations up to the Guarantor; maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid and (vi) failure to notify performed in full, the GuarantorCommitments are terminated and no Letters of Credit shall be outstanding. (e) If Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded Administrative Agent or must be otherwise restored or returned upon any other Guaranteed Party on account of its liability hereunder, it will notify the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to Administrative Agent in writing that such payment shall be reinstated upon is made under this Guaranty for such restoration or return being madepurpose. (f) So long as If acceleration of the time for payment of any amount 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 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 Guarantors hereunder forthwith on account of any payment made demand 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 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 BeneficiaryAdministrative Agent. (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) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Buyer and its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) This is a continuing Guaranty The Guarantor further agrees to pay any and a guaranty all expenses (including, without limitation, all reasonable fees and disbursements of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable counsel) which may be paid or incurred by the LD Subsidiary to Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Beneficiary Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis Guaranty. (c) The No payment or payments made by any Seller, the Guarantor, any other guarantor or any other Person or received or collected by the Buyer from the Sellers, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereby agrees that it shall not be necessaryhereunder which shall, as a condition precedent notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, remain liable for the Obligations up to enforcement the maximum liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against Guarantor hereunder until the LD Subsidiary Obligations are paid in full 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 be provided for in the Repurchase Agreement with respect to amounts payable by the LD Subsidiaryis terminated. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations Each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guaranties to the Beneficiary under Administrative Agent, for the Agreement benefit of itself and (ii) acknowledges that any of the Lenders, and all amounts payable their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorBorrower Obligations. (b) This is a continuing Guaranty Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and a under the other Loan Documents shall in no event exceed the amount which can be guarantied by such Guarantor under applicable 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 Section 2 or affecting the rights and remedies of payment the Administrative Agent or any Lender hereunder. (not merely of collection), and it d) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable by of the LD Subsidiary to the Beneficiary under the Agreement Secured Obligations shall have been validly, finally and irrevocably paid 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorFull. (e) If No payment made by the Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor under this Guarantyin respect of the Secured Obligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Secured Obligations up to the extent maximum liability of such amounts Guarantor hereunder until the Secured Obligations are not paid when due by the LD SubsidiaryPaid in Full.

Guaranty. (a) The 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 (i) fullythe "Obligations"), irrevocably and unconditionally guarantees Guarantor expressly agrees that the due validity of this Agreement and punctual payment of any and all the obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall not be pari passu with all other senior unsecured debt 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 the Lease, or by reason of the waiver by Lessor, or the failure of Lessor to enforce, any of the terms, covenants, or conditions of the Lease, by any modification or amendment to the Lease or the granting of any indulgence or extension to Lessee, all of which may be given or done without notice to Guarantor. This Guaranty is a guaranty of payment and performance 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 Lease by the Lessee. Successive demands may be made upon, and successive actions for the enforcement of such demands may be brought against Guarantor upon successive defaults in the making of particular payments and the performance 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) This is a continuing Guaranty The Guarantor hereby guarantees that the Obligations will be paid and a guaranty performed strictly in accordance with the terms of the Lease or any other 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 effect 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 by reason of 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 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; (not merely 3) any increase in, addition to, exchange or release of, or non-perfection of collection)any lien on or security interest in, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary any collateral, any release of any security deposit or reserve amount held under the Agreement have been validlyLease or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, finally and irrevocably paid for all or any of the Obligations; (4) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Lessee in full and shall not be affected respect of the Obligations or the Guarantor in any way by respect hereof; (5) the absence of any action of the part of the Lessor to obtain those amounts payment or performance of the Obligations from the LD Subsidiary Lessee; (6) any insolvency, bankruptcy, reorganization, recomposition or dissolution, or any other guarantor like proceeding of the Lessor, the Lessee or surety 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 in any such bankruptcy; or (7) the absence of notice or any delay in any action to enforce any Obligations or to proceed exercise any right or remedy against the Guarantor, the Lessor or the Lessee, whether hereunder, under any other security provided by the LD Subsidiary Obligations or any other person agreement or entityany indulgence, compromise or extension granted. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor further agrees that, except by to the complete and irrevocable extent that the Lessee or Guarantor makes a payment of all amounts payable by or payments to the LD Subsidiary under the AgreementLessor, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-off, counterclaim, recoupment which payment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty payments or any other defense that constitutes a legal part thereof are subsequently invalidated, declared to be fraudulent or equitable discharge or defense of a guarantor or surety in its capacity as such irrespective of the existence of any bankruptcypreferential, 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 set aside and/or required to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant be repaid to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Lessee or the Guarantor or otherwisetheir respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the Guarantor’s obligations hereunder with respect to extent of such payment or repayment, this Guaranty and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated upon and shall continue in full force and effect as of the date such restoration initial payment, reduction or return being madesatisfaction occurred. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably guarantees to the Buyer the prompt and complete payment and performance by any Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all reasonable and documented expenses (including, without limitation, all reasonable and documented fees and disbursements of counsel) which may be paid or incurred by the 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, the Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably or (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Sellers may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by the Sellers or any other Person or received or collected by the Buyer from the Sellers 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 not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencehereunder which shall, presentment, demand on the LD Subsidiary for notwithstanding any such payment or otherwisepayments, filing remain liable for the amount of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for Obligations until the Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, Guarantor shall make any payment to the complete and irrevocable Buyer on account of Guarantor’s liability hereunder, the Guarantor will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in 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, the Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto, the Sellers may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The No payment or payments made by any Seller, the Guarantor, any other guarantor or any other Person or received or collected by the Buyer from a Seller, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereby agrees that it shall not be necessaryhereunder which shall, as a condition precedent notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, remain liable for the Obligations up to enforcement the maximum liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against Guarantor hereunder until both the LD Subsidiary Obligations are paid in full and the Guarantor hereby waives diligenceMaster Repurchase Agreement is terminated (such date, 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary“Expiration Date”). (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Buyer on account of its liability hereunder, it will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the The Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise hereby waives any right of subrogation. If at subrogation or ability to proceed against any time when any amount is overdue and unpaid Person until all amounts owed to 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 account of any payment made Buyer by the Guarantor under pursuant to 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 Guaranty are paid in trust for the Beneficiaryfull. (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) The Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor and not merely surety, to the Beneficiaries the prompt and complete payment 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 (i) fullysuch payment and other obligations, irrevocably the "Obligations"), and unconditionally guarantees the due and punctual payment of Guarantor further agrees to pay any and all obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and expenses (ii) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantor. (b) 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 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 LD Subsidiary or by any other circumstance, including, without limitation (ilimitation, reasonable fees and expenses of counsel) assertions of amendmentthat may be paid or incurred by the Beneficiaries in enforcing any rights with respect to, waivers or forbearance affecting the Agreement collecting, any 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 all of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at Obligations and/or enforcing any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder rights with respect to such payment shall be reinstated upon such restoration to, or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidcollecting against, 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 account of any payment made by the Guarantor under this Guaranty. The Guarantor will not exercise any rights that it may now or hereafter acquire against Owner Participant that arise from the existence, payment, performance or enforcement of the Guarantor's Obligations under this Guaranty or the Operative Agreements, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of 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 property or by set-off or in any other manner, payment or 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 prior to the final payment in full in cash of the Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of any Beneficiary and shall forthwith pay that amount received by it, be paid to the extent necessary to satisfy any such amount overdue and unpaid, to the Beneficiary, Beneficiary to be credited and applied against the amount so payable by the LD Subsidiary and until payment is made to the Beneficiary Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the Guarantor shall hold such amounts in trust for terms of the Beneficiary. (g) If the LD Subsidiary merges Operative Agreements, or consolidates with or into another entity, loses its separate legal identity or ceases to exist, the Guarantor shall nonetheless continue to be liable held as collateral for the payment of all any Obligations or other amounts payable by the LD Subsidiary under the Agreement to the extent such amounts are not paid when due by the LD Subsidiarythis Guaranty thereafter arising.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to the Buyers the prompt and complete payment and performance by Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the 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, Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the VF1 Repurchase Agreement have been validly, finally and irrevocably (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Sellers may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 No payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest payments made by Sellers or notice, except as may be provided for in the Agreement with respect to amounts payable any other Person or received or collected by the LD SubsidiaryBuyers from Sellers 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 Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the outstanding Obligations until the outstanding Obligations are paid in full. (d) The ▇▇▇▇▇▇▇▇▇ agrees that whenever, at any time, or from time to time, Guarantor agrees thatshall make any payment to the Buyers on account of Guarantor’s liability hereunder, except by Guarantor will notify the complete and irrevocable Buyers in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor Guarantors hereby unconditionally and irrevocably guarantee to the Administrative Agent and each Buyer the prompt and complete payment and performance by the Seller Parties when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)The Guarantors shall pay additional amounts to, and it 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 agree to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or 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, Guarantors under this Guaranty. This Guaranty shall remain in full force and effect until all amounts payable by the LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably or (ii) the Obligations are paid in full and shall not be affected in any way by full, notwithstanding that from time to time prior thereto the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 Seller Parties may be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryfree from any Obligations. (d) The Guarantor agrees that, except No payment or payments made 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 termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty a Seller Party or any other defense that constitutes Person or received or collected by the Administrative Agent or a legal Buyer from a Seller Party or equitable discharge any other Person by virtue of any action or defense proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of a guarantor or surety in its capacity as such irrespective payment of the existence Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantors hereunder which shall, notwithstanding any bankruptcysuch payment or payments, insolvency, reorganization or similar proceedings involving remain liable for 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 amount of the Agreement; (iv) delay by Obligations until the Beneficiary Obligations are paid in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorfull. (e) If Each Guarantor agrees that whenever, at any time, or from time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvencyto time, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the a Guarantor shall not exercise make any right of subrogation. If at any time when any amount is overdue and unpaid payment to the Guarantor receives any amount as Administrative Agent or a result of any action against the LD Subsidiary or any of its property or assets or otherwise for or Buyer on account of any payment made by such Guarantor’s liability hereunder, such Guarantor will notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Administrative Agent or such Buyer in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby (i) fullyThe Guarantors hereby, irrevocably jointly and severally, unconditionally guarantees and irrevocably, guarantee to the Lender and its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due and punctual payment of any and all obligations (whether at the stated maturity, by acceleration or otherwise) of the LD Subsidiary owed to the Beneficiary under the Agreement and Obligations. (ii) acknowledges that Anything herein or in any and all amounts payable by other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be pari passu with all other senior unsecured debt guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the Guarantorrights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (biii) This is a continuing Guaranty Each Guarantor agrees that the Obligations may at any time and a guaranty from time to time exceed the amount of payment the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Lender hereunder. (not merely of collection), and it iv) The guarantee contained in this Section 2 shall remain in full force and effect until all amounts payable 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 made by the LD Subsidiary to Company, any of the Beneficiary under the Agreement have been validlyGuarantors, 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 guarantor or surety or to proceed against any other security provided Person or received or collected by the LD Subsidiary Lender from the Company, any of the Guarantors, any other guarantor or any other person Person by virtue of any action or entity. (c) 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 LD Subsidiary proceeding 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 off or termination appropriation 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If application at any time or from time to time in reduction of or in payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor under in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full. (vi) Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations 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 specific performance of which by the LD Subsidiary and until payment Guarantors 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 existnot reasonably possible, the Guarantor Guarantors shall nonetheless continue to only be liable for making the payment of all amounts payable by Lender whole on a monetary basis for the LD Subsidiary under Company's failure to perform such Obligations in accordance with the Agreement to the extent such amounts are not paid when due by the LD SubsidiaryTransaction Documents.

Guaranty. (a) The Guarantor hereby Guarantor, as guarantor of payment and performance and not merely as surety or guarantor of collection, hereby, unconditionally and irrevocably, guarantees to the Lender and its successors and permitted assigns, the prompt and complete payment and performance by each Borrower when due (iwhether at the stated maturity, by acceleration or otherwise) fullyof all Obligations of such Borrower under the Credit Agreement and the other Loan Documents (the “Guaranteed Obligations”); provided, irrevocably and unconditionally guarantees that the due and punctual payment Guaranteed Obligations shall not at any time be reduced by operation of any and all obligations Section 10.18 of the LD Subsidiary owed to the 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 GuarantorCredit Agreement. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of external counsel) which may be paid or incurred by the Lender in 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, the Guarantor under this Guaranty, the Parent Pledge Agreement or the Parent Deed of Charge. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and the obligation of the Lender to make Loans under the Credit Agreement shall not be affected in terminated, notwithstanding that from time to time prior thereto each Borrower may be free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Guaranteed Obligations may at any time and from time to enforcement time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary or that any rights or and remedies first be exhausted against of 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryLender hereunder. (d) The Guarantor agrees thatNo payment or payments made by any Borrower, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the AgreementGuarantor, 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 other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by the Lender from any Borrower, the Guarantor, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence of any bankruptcyObligations shall be deemed to modify, insolvencyreduce, reorganization release or similar proceedings involving otherwise affect 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 liability of the Agreement; (iv) delay Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Beneficiary Guarantor in making a claim; (v) lack respect of complete disclosure the Obligations or payments received or collected from the Guarantor in respect of matters relevant the Obligations, remain liable for the Guaranteed Obligations up to the Guarantor; maximum liability of the Guarantor hereunder until the Obligations are paid in full and (vi) failure the obligation of the Lender to notify make Loans under the GuarantorCredit Agreement shall be terminated. (e) If The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Lender on account of any payment made by its liability hereunder, it will notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Lender in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby (i) fullyunconditionally and irrevocably guarantees to Buyer and its successors and permitted indorsees, irrevocably transferees and unconditionally guarantees assigns, the due and punctual payment of any and all obligations of the LD Subsidiary owed to Guarantor Obligations (whether at the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable stated maturity, by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantoracceleration or otherwise). (b) This is a continuing Guaranty Guarantor further agrees to pay as directed by Buyer all reasonable third-party out-of-pocket costs and a guaranty expenses (including reasonable legal, accounting and advisory fees and expenses) incurred by Buyer in enforcing or obtaining advice of counsel in respect of any rights with respect to, or collecting, and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. (c) Guarantor shall make payment (not merely of collection), the Guarantor Obligations and it shall remain in full force and effect until all other amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validlyGuarantor hereunder promptly upon written demand therefor (and in any event within five (5) Business Days), finally and irrevocably paid in full and compliance with this Guaranty. Buyer shall not be affected in required to seek payment or performance from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary Seller or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent entity or to enforcement seek any other recourse prior to demanding payment of this Guaranty, that a suit first be instituted against the 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryObligations from Guarantor. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable any Seller or any other Person or received or collected by Buyer from any 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 Guarantor hereunder until all amounts payable by of the LD Subsidiary under the AgreementRepurchase Obligations have been paid in full; provided, its obligations that Buyer shall not be entitled to double recovery. Guarantor shall remain liable under this Guaranty shall be unconditional until the Repurchase Obligations are satisfied and this Guaranty shall not be subject paid in full and the Master Repurchase Agreement and the other Repurchase Documents are terminated, notwithstanding any payment or payments referred to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of in 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorforegoing sentence. (e) If Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Buyer on account of any payment made by the Guarantor under this Guarantyits liability hereunder, the Guarantor shall forthwith pay it will notify Buyer in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby unconditionally and irrevocably guarantees to Buyer and Repo Agent and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Seller when due, whether at the stated maturity, by acceleration, demand or otherwise (i) fullyor would otherwise be owing, irrevocably and unconditionally guarantees due or payable under the due and punctual payment Repurchase Agreement but for the commencement of any bankruptcy, insolvency or similar proceeding in respect of each Seller) of its present and all obligations 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 LD Subsidiary owed to the Beneficiary under the Agreement and Seller Delinquency Amount specified therein. If such Seller Delinquency Notice is sent before 12:00 p.m. (iiNew York City time) acknowledges that any and all amounts payable by the Guarantor hereunder on a Business Day, such payment shall be pari passu with all other senior unsecured debt made by Guarantor no later than 5:00 p.m. (New York City time) on the 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 second following Business Day. This is a guaranty of the Guarantorpayment and performance, and not merely of collection. Guarantor further agrees to pay any Guaranty Expenses, which may be paid or incurred by Buyer or Repo Agent. (b) This is a continuing 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 a guaranty of payment (privileges provided in this Guaranty Agreement are cumulative and not merely of collection), and it shall remain in full force and effect until all amounts payable by the 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 exclusive of any action to obtain those amounts from the LD Subsidiary or rights, powers, remedies and privileges provided by any other guarantor agreement or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitylaw. (c) The Guarantor hereby agrees that it shall not be necessaryWith respect to Guarantor’s Guaranty Obligations, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the 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 no payment or otherwisepayments made by a Seller or any other Person (other than Guarantor) or received or collected by Buyer or Repo Agent from 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, filing reduce, release or otherwise affect the liability of claimsGuarantor hereunder which shall, requirement notwithstanding any such payment or payments (other than payments made by Guarantor in respect of a prior proceeding against the LD Subsidiary and protest Guaranty Obligations or notice, except payments received or collected from Guarantor in respect of the Guaranty Obligations) remain liable for the Guaranty Obligations until the Termination Date (as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryhereinafter defined). (d) The Guarantor ▇▇▇▇▇▇▇▇▇ agrees thatthat whenever, except by the complete at any time, or from time to time, it shall make any payment to Buyer or Repo Agent on account of its liability hereunder, it will promptly notify Buyer and irrevocable Repo Agent in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 Agreement for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment 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 date on which its Guaranty Obligations and Guaranty Expenses are satisfied and paid in full and the Repurchase Agreement is rescinded or must be otherwise restored or returned upon terminated in accordance with the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwiseterms thereof (such date, the Guarantor’s obligations hereunder with respect “Termination Date”), notwithstanding that from time to such payment shall time prior thereto Sellers may be reinstated upon such restoration or return being madefree from any Obligations. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby absolutely, unconditionally and irrevocably, guarantees (ias primary obligor and not merely as surety) fully, irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of 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 LD Subsidiary owed "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 the Beneficiary avoidance 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 Section 548 of the GuarantorUnited States Bankruptcy Code or any comparable provisions of any applicable state or foreign law. (b) This is a continuing Guarantor agrees that the Secured Liabilities may at any time and from time to time exceed the Guaranteed Obligations of Guarantor without impairing this Guaranty or affecting the rights and a guaranty remedies of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityLender. (c) The No payment made by any Obligor or any other guarantor (other than Guarantor hereby agrees that it making such payment) or any other Person or received or collected by Lender from any Obligor, 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 in reduction of or in payment of the Secured Liabilities shall not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of Guarantor for the Guaranteed Obligations under this Guaranty, that a suit first be instituted against the 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees thatThis Guaranty is an absolute, except by the complete unconditional, present and irrevocable continuing guaranty of payment and performance and not of all amounts payable by the LD Subsidiary under the Agreement, its obligations under this Guaranty shall be unconditional collectibility and this Guaranty shall not be subject is in no way conditioned upon any attempt to collect from 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 other Obligor or any other defense that constitutes a legal action, occurrence 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorcircumstance whatsoever. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fullyirrevocably, irrevocably absolutely and unconditionally guarantees to each Lenders and their respective successors, endorsees, transferees and assigns the prompt and complete payment by the Borrower, as and when due and punctual payment payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of all indebtedness, obligations and liabilities of the Borrower to the Lenders, now existing or hereafter incurred under or arising out of or in connection with the Additional Term Loan, together with any renewals, extensions or refinancings thereof, whether for principal, interest, fees, expenses or otherwise, owed to such Lender (all such indebtedness, obligations and liabilities being herein called the "Obligations"); and agrees to pay any and all obligations expenses (including counsel fees and expenses) which may be paid or incurred by each such Lender in collecting any or all of the LD Subsidiary owed to the 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 Guarantor. (b) 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 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 LD Subsidiary or that its Additional Term Loan Promissory Note and/or enforcing 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 under its capacity as such irrespective of Additional Term Loan Promissory Note. Notwithstanding 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 foregoing or the related collateral; (ii) the LD Subsidiary’s lack of authorization to enter into the Agreement aggregate sums which may be or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay become payable by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant Borrower to the Guarantor; and (vi) failure to notify Lenders under the Guarantor. (e) If Additional Term Loan Promissory Notes, at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect from time to such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidtime, the Guarantor shall not exercise any right be liable only for up to a maximum aggregate principal amount of subrogation. If $500,000 of such Additional Term Loan Promissory Notes, plus all interest due on such amount and a pro rata share of costs and expenses (based upon the amount of the Additional Term Loan guaranteed hereunder to the total amount of the Additional Term Loan, both at any the time when any amount a demand 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 made on account of any payment made by the Guarantor under this Guaranty, ); but it is understood that the outstanding principal amount of the Additional Term Loan Promissory Notes may at any time and from time to time exceed the liability of the Guarantor shall forthwith pay that amount received hereunder without impairing this Guaranty, and the Guarantor and the Lenders agree that, regardless of the manner of application of payments made by it, the Borrower to the extent necessary Lenders, all such payments on the Additional Term Loan Promissory Notes shall be deemed to satisfy any such amount overdue and unpaid, be applied first to the Beneficiary, to be credited portion of the Additional Term Loan Promissory Notes which are not guaranteed hereunder and applied against the amount so payable by the LD Subsidiary and until payment is made last to the Beneficiary the Guarantor shall hold portion of such amounts in trust for the BeneficiaryAdditional Term Loan Promissory Notes which are guaranteed hereunder. (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) The Guarantor hereby unconditionally and irrevocably guarantees to the Buyer the prompt and complete payment and performance by the Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Buyer, in good faith, 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 Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably or (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto a Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by any Seller or any other Person or received or collected by the Buyer from any 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 Obligations shall not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencehereunder which shall, presentment, demand on the LD Subsidiary for notwithstanding any such payment or otherwisepayments (other than payments made by Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations), filing remain liable for the amount of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for Obligations until the Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time, or from time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidtime, the Guarantor shall not exercise make any right of subrogation. If at any time when any amount is overdue and unpaid payment to 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 Buyer on account of any payment made by the Guarantor under this GuarantyGuarantor's liability hereunder, the Guarantor shall forthwith pay will notify the Buyer in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The VFN Guarantor hereby unconditionally and irrevocably guarantees to the Buyer Parties and their successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Seller when due, whether at the stated maturity, by acceleration, demand or otherwise (i) fullyor would otherwise be owing, irrevocably and unconditionally guarantees due or payable under the due and punctual payment Series 2▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement but for the commencement of any and all obligations bankruptcy, insolvency or similar proceeding in respect of Seller) of the LD Subsidiary owed Obligations of Seller (the “Guaranty Obligations”), whether absolute or contingent. Without in any way limiting the foregoing, promptly upon receipt of a Seller Delinquency Notice (but in any event no later than one (1) Business Day following delivery of such Seller Delinquency Notice), VFN Guarantor shall pay the Seller Delinquency Amount specified therein. This is a guaranty of payment and performance, and not merely of collection. VFN Guarantor further agrees to the Beneficiary under the Agreement and pay promptly upon receipt of demand from Administrative Agent (iibut in any event no later than one (1) acknowledges that any and Business Day following delivery of such demand) all amounts payable Guaranty Expenses, which may be paid or incurred by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the GuarantorBuyer Parties. (b) This is a continuing In no event shall any Buyer Party be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. The rights, powers, remedies and privileges provided in this Guaranty are cumulative and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the 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 exclusive of any action to obtain those amounts from the LD Subsidiary or rights, powers, remedies and privileges provided by any other guarantor agreement or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitylaw. (c) 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 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 No payment or otherwisepayments made by Seller or any other Person (other than VFN Guarantor) or received or collected by any Buyer Party from Seller or any other Person (other than VFN 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, filing release or otherwise affect the liability of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryVFN Guarantor hereunder. (d) The VFN Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to any Buyer Party on account of its liability hereunder, it will promptly notify the complete and irrevocable Buyer Parties in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment VFN Guarantor agrees that this is an absolute, unconditional and continuing guaranty and that it shall remain liable under this Guaranty until the date on which all Guaranty Obligations and Guaranty Expenses are satisfied and paid in full and the Series 2▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement is rescinded or must be otherwise restored or returned upon terminated in accordance with the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwiseterms thereof (such date, the Guarantor’s obligations hereunder with respect “Termination Date”), notwithstanding that from time to such payment shall time prior thereto Seller may be reinstated upon such restoration or return being madefree from any Obligations. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in 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, the Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto a Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary[Reserved]. (d) The Guarantor agrees thatNo payment or payments made by a Seller, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the AgreementGuarantor, 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 other guarantor or any other defense that constitutes Person or received or collected by the Buyer from a legal or equitable discharge or defense of a Seller, the Guarantor, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence of any bankruptcyObligations shall be deemed to modify, insolvencyreduce, reorganization release or similar proceedings involving otherwise affect 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 liability of the Agreement; (iv) delay Guarantor hereunder. Notwithstanding any such payment or payments other than payments made by the Beneficiary Guarantor in making a claim; respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, the Guarantor shall remain liable for the Obligations until the Obligations are paid in full and the Master Repurchase Agreement is terminated (v) lack of complete disclosure of matters relevant to such date, the Guarantor; and (vi) failure to notify the Guarantor“Expiration Date”). (e) If The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Buyer on account of any payment made by its liability hereunder, it will notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Buyer in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby unconditionally and irrevocably guarantees to the Lender and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by Borrowers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the 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 Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Borrowers may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by Borrowers, any other guarantor or any other Person or received or collected by the Lender from Borrowers 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 not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guaranty, that a suit first be instituted against the 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryhereunder. (d) The Guarantor agrees thatthat whenever, 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time, or from time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidtime, the Guarantor shall not exercise make any right of subrogation. If at any time when any amount is overdue and unpaid payment to 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 Lender on account of any payment made by the Guarantor under this GuarantyGuarantor’s liability hereunder, the Guarantor shall forthwith pay will notify the Lender in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Lender and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by the Borrower when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Lender in 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, the Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Borrower may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the amount of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and liability of the Guarantor hereby waives diligence, presentment, demand on hereunder without impairing this Guaranty or affecting the LD Subsidiary for payment or otherwise, filing rights and remedies of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryLender hereunder. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable payment of all amounts payable by Borrower, the LD Subsidiary under the AgreementGuarantor, 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 other Guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by the Lender from the Borrower, the Guarantor, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence of any bankruptcyObligations shall be deemed to modify, insolvencyreduce, reorganization release or similar proceedings involving otherwise affect 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 liability of the Agreement; (iv) delay Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Beneficiary Guarantor in making a claim; (v) lack respect of complete disclosure the Obligations or payments received or collected from the Guarantor in respect of matters relevant the Obligations remain liable for the Obligations up to the Guarantor; maximum liability of the Guarantor hereunder until the Obligations paid in full and the Loan Agreement is terminated (vi) failure to notify such date, the Guarantor“Expiration Date”). (e) If The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Lender on account of any payment made by its liability hereunder, it will notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Lender in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations Each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guaranties to the Beneficiary under Administrative Agent, for the Agreement ratable benefit of itself, the Australian Administrative Agent and (ii) acknowledges that any the Lenders and all amounts payable their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorSecured Obligations. (b) This is a continuing Guaranty Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and a under the other Loan Documents shall in no event exceed the amount which can be guarantied by such Guarantor under applicable 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 Section 2 or affecting the rights and remedies of payment the Administrative Agent, the Australian Administrative Agent or any Lender hereunder. (not merely of collection), and it d) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable by of the LD Subsidiary to the Beneficiary under the Agreement Secured Obligations shall have been validly, finally and irrevocably paid 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorFull. (e) If No payment made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent, the Australian Administrative Agent or any Lender 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor under this Guarantyin respect of the Secured Obligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Secured Obligations up to the extent maximum liability of such amounts Guarantor hereunder until the Secured Obligations are not paid when due by the LD SubsidiaryPaid in Full.

Guaranty. (a) The VFN Guarantor hereby unconditionally and irrevocably guarantees to the Buyer Parties and their successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Seller when due, whether at the stated maturity, by acceleration, demand or otherwise (i) fullyor would otherwise be owing, irrevocably and unconditionally guarantees due or payable under the due and punctual payment Series 2▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement but for the commencement of any and all obligations bankruptcy, insolvency or similar proceeding in respect of Seller) of the LD Subsidiary owed Obligations of Seller (the “Guaranty Obligations”), whether absolute or contingent. Without in any way limiting the foregoing, promptly upon receipt of a Seller Delinquency Notice (but in any event no later than one (1) Business Day following delivery of such Seller Delinquency Notice), VFN Guarantor shall pay the Seller Delinquency Amount specified therein. This is a guaranty of payment and performance, and not merely of collection. VFN Guarantor further agrees to the Beneficiary under the Agreement and pay promptly upon receipt of demand from Administrative Agent (iibut in any event no later than one (1) acknowledges that any and Business Day following delivery of such demand) all amounts payable Guaranty Expenses, which may be paid or incurred by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the GuarantorBuyer Parties. (b) This is a continuing In no event shall any Buyer Party be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. The rights, powers, remedies and privileges provided in this Guaranty are cumulative and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the 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 exclusive of any action to obtain those amounts from the LD Subsidiary or rights, powers, remedies and privileges provided by any other guarantor agreement or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitylaw. (c) 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 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 No payment or otherwisepayments made by Seller or any other Person (other than VFN Guarantor) or received or collected by any Buyer Party from Seller or any other Person (other than VFN 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, filing release or otherwise affect the liability of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryVFN Guarantor hereunder. (d) The VFN Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to any Buyer Party on account of its liability hereunder, it will promptly notify the complete and irrevocable Buyer Parties in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment VFN Guarantor agrees that this is an absolute, unconditional and continuing guaranty and that it shall remain liable under this Guaranty until the date on which all Guaranty Obligations and Guaranty Expenses are satisfied and paid in full and the Series 2▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement is rescinded or must be otherwise restored or returned upon terminated in accordance with the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwiseterms thereof (such date, the Guarantor’s obligations hereunder with respect “Termination Date”), notwithstanding that from time to such payment shall time prior thereto Seller may be reinstated upon such restoration or return being madefree from any Obligations. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably guaranties to Buyer and each of its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorGuaranteed Obligations. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by 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, Guarantor under this Guaranty; provided, however, that Guarantor shall not be liable for the fees and expenses of more than one separate firm for Buyer in connection with any one such action or any separate, but substantially similar or related actions in the same jurisdiction, nor shall Guarantor be liable for any settlement or proceeding effected without Guarantor’s written consent. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Guaranteed Obligations are 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityfull. (c) 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 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 No payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable payments made by the LD Subsidiary. (d) 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 termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty Seller or any other defense that constitutes a legal Person or equitable discharge received or defense of a guarantor collected by Guarantor from Seller or surety in its capacity as such irrespective of the existence any other Person by virtue of any bankruptcyaction or proceeding or any set-off or appropriation or application, 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time or from time to time, in reduction of or in payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. payments (f) So long as any amount payable by the 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 account of any payment other than payments made by Guarantor in respect of the Guaranteed Obligations or payments received or collected from Guarantor under this Guarantyin respect of the Guaranteed Obligations), 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 remain liable for the payment of all amounts payable by Guaranteed Obligations until the LD Subsidiary under the Agreement to the extent such amounts Guaranteed Obligations are not paid when due by the LD Subsidiaryin full.

Guaranty. (a) The Guarantor hereby (i) fullyunconditionally and irrevocably guarantees to Buyer and its successors and permitted indorsees, irrevocably transferees and unconditionally guarantees assigns, the due and punctual payment of any and all obligations of the LD Subsidiary owed to Guarantor Obligations (whether at the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable stated maturity, by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantoracceleration or otherwise). (b) This is a continuing Guaranty Guarantor further agrees to pay as directed by Buyer all reasonable third-party out-of-pocket costs and a guaranty expenses (including reasonable legal fees and expenses) incurred by Buyer in enforcing or obtaining advice of counsel in respect of any rights with respect to, or collecting, and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. (c) Guarantor shall make payment (not merely of collection), the Guarantor Obligations and it shall remain in full force and effect until all other amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validlyGuarantor hereunder promptly upon written demand therefor (and in any event within five (5) Business Days), finally and irrevocably paid in full and compliance with this Guaranty. Buyer shall not be affected in any way by the absence of any action required to obtain those amounts seek payment or performance from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary Seller or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent entity or to enforcement seek any other recourse prior to demanding payment of this Guaranty, that a suit first be instituted against the 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryObligations from Guarantor. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable Seller or any other Person or received or collected by Buyer from 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 Guarantor hereunder until all amounts payable by of the LD Subsidiary under the AgreementRepurchase Obligations have been paid in full; provided, its obligations that Buyer shall not be entitled to double recovery. Guarantor shall remain liable under this Guaranty shall be unconditional until the Repurchase Obligations are satisfied and this Guaranty shall not be subject paid in full and the Master Repurchase Agreement and the other Repurchase Documents are terminated, notwithstanding any payment or payments referred to any defense of set-off, counterclaim, recoupment or termination or discharge whatsoever by reason of in 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorforegoing sentence. (e) If Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 Buyer on account of any payment made by the Guarantor under this Guarantyits liability hereunder, the Guarantor shall forthwith pay it will notify Buyer in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Beneficiaries the due and timely performance (including, without limitation, the full and prompt payment when due, whether at the stated maturity, by acceleration or otherwise) of all of the Obligations, and the Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, reasonable attorney's fees and expenses) which may be paid or incurred by the Beneficiaries in enforcing or collecting the Obligations and/or enforcing any rights with respect to Guarantor under this Guaranty. The agreements and other obligations of Guarantor under this Guaranty (i) fullyshall be absolute, irrevocably unconditional and unconditionally guarantees the due and punctual payment irrevocable, irrespective (by way of any and all obligations example only) of the LD Subsidiary owed to validity, legality or enforceability of the Beneficiary under the Acquisition Agreement and/or each Transaction Agreement, in whole or in part; 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 Guarantor. (b) 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally full and irrevocably paid complete indefeasible performance or indefeasible payment in full of the Obligations and shall not be affected performance of Guarantor of its agreements contained in any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitythis Guaranty. (cb) The Without limiting the provisions of Section 2(a) hereof, the agreements and other obligations of 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 affected, modified or in any defense of set-offother manner impaired upon the happening, counterclaimin whole or in part, recoupment or termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability of any obligations under this Guaranty event or any other defense that constitutes circumstance which could otherwise constitute a legal or equitable discharge or defense of a guarantor in whole or surety in its capacity as such irrespective part (other than full and complete performance or payment in full of the existence Obligations and by Guarantor of its agreements contained in this Guaranty) of any bankruptcyObligor or other guarantor, insolvencywhether or not any one or more such events or circumstances occur at one or more times and/or from time to time, reorganization and whether or similar proceedings involving not with notice to, or the LD Subsidiary consent of, Guarantor. Guarantor hereby absolutely, unconditionally and irrevocably consents to (without, by way of example only, any reservation of rights on behalf of Guarantor and without requirement for notice to or further assent by Guarantor, all of which Guarantor hereby waives) each and all of the actions and omissions contemplated by the provisions of this Section 2(b) including, without limitation, any one or more of the following: (i) the compromise, surrender, settlement, acceleration, rescission of acceleration, release or termination of any or all of the Obligations; (ii) the modification, acceleration, amendment, compromise, renewal, extension or other supplementation of (including, without limitation, any termination of) any aspect of the Obligations or any provision of the Acquisition Agreement and/or any other Transaction Agreement; (iii) any failure, omission, delay or lack of diligence on the part of the Beneficiaries to enforce, assert or exercise any right, power or remedy conferred on the Beneficiaries in the Acquisition Agreement and/or any other Transaction Agreement (including, without limitation, any failure by any other circumstanceBeneficiaries to preserve any or all of its rights, including, without limitation (ilimitation, the actions and omissions referred to in Section 2(b)(v) assertions of amendmentthis Guaranty), waivers or forbearance affecting any other act or acts on 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 part of the Agreement; Beneficiaries; (iv) delay the release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by the Beneficiary in making a claimoperation of law; and (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify protect, secure, perfect, continue the Guarantorperfection of or insure, in whole or in part, any collateral or other security, if any, now existing or hereafter obtained in respect of the Obligations. (ec) If Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon each Obligor and/or Guarantor with respect to the Obligations. Without limiting the other provisions of this Section 2, this Guaranty shall be construed as a continuing, absolute and unconditional guaranty of performance and payment without regard to the validity, regularity or enforceability of any Obligations or any other collateral security therefor (if any) or other guaranty thereof (if any) or right of offset with respect thereto at any time or from time to time held by the Beneficiaries and without regard to any defense, set-off or counterclaim which may at any time be available to or be asserted by any Obligor or Guarantor against the Beneficiaries (other than performance or payment in full of the Obligations), or any other circumstance whatsoever (with or without notice to or knowledge of Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the obligations of Guarantor under this Guaranty, in bankruptcy or in any other instance, and the Agreement obligations and liabilities of Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Beneficiaries or any other Person at any time of any right or remedy against any Obligor or against any other Person (if any) which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor or guaranty thereof or right of offset with respect thereto (if any). This Guaranty is not merely a guaranty of collection and the obligations of the Guarantor hereunder are primary and this guaranty constitutes a guaranty of payment. (d) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any performance or payment of any of the Obligations or any of the agreements of Guarantor contained in this Guaranty is rescinded or or, in the case of payments, must otherwise be otherwise restored or returned upon for any reason (including, without limitation, the insolvency, bankruptcy or reorganization of the LD Subsidiary any Obligor or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to ) all as though such payment shall be reinstated upon such restoration or return being had not been made. (f) So long as any amount payable by , notwithstanding anything to the LD Subsidiary contrary 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 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 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) The Guarantor hereby unconditionally and irrevocably guarantees to Buyer the prompt and complete payment and performance by Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed Obligations in an amount not to exceed, in the Beneficiary under aggregate for the Agreement and (ii) acknowledges that any and all amounts payable by Obligations, the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the GuarantorMaximum Guarantee Amount. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by 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, Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 No payment or otherwisepayments made by Seller or any other Person or received or collected by Buyer from Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, filing at any time or from time to time, in reduction of claimsor in payment of the Obligations shall be deemed to modify, requirement reduce, release or otherwise affect the liability of a prior proceeding against Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the LD Subsidiary and protest or notice, except as may be provided for amount of the outstanding Obligations until the outstanding Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, except by the complete and irrevocable at any time, or from time to time, Guarantor shall make any payment to Buyer on account of all amounts payable by the LD Subsidiary under the AgreementGuarantor’s liability hereunder, its obligations Guarantor will notify Buyer in writing that such payment is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably guarantees to the Buyers the prompt and complete payment and performance by Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the 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, Guarantor under this Guaranty. 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 LD Subsidiary to latest of (i) the Beneficiary under termination of the Series 2016-MSRVF1 Repurchase Agreement, (ii) the termination of the Series 2020-SPIADVF1 Repurchase Agreement have been validly, finally and irrevocably (iii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 No payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest payments made by Seller or notice, except as may be provided for in the Agreement with respect to amounts payable any other Person or received or collected by the LD SubsidiaryBuyers from 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 Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the outstanding Obligations until the outstanding Obligations are paid in full. (d) The ▇▇▇▇▇▇▇▇▇ agrees that whenever, at any time, or from time to time, Guarantor agrees thatshall make any payment to the Buyers on account of Guarantor’s liability hereunder, except by Guarantor will notify the complete and irrevocable Buyers in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fullyEach Grantor hereby, irrevocably jointly and severally, unconditionally guarantees and irrevocably, guaranties to the due and punctual payment of any and all obligations Collateral Agent, for the benefit of the LD Subsidiary owed to Secured Parties and their respective successors, indorsees, transferees and assigns, the Beneficiary under the Agreement prompt and (ii) acknowledges that any complete payment and all amounts payable performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Debtor when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorSecured Obligations. (b) This is a continuing Guaranty Anything herein or in any other Ancillary Document to the contrary notwithstanding, the maximum liability of each Grantor hereunder and a under the Ancillary Documents shall in no event exceed the amount which can be validly guarantied by such Grantor, if any, under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 6.2 of this Agreement). (c) Each Grantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Grantor hereunder without impairing the guaranty contained in this Section 6.1 or affecting the rights and remedies of payment the Secured Parties pursuant to this Agreement. (not merely of collection), and it d) The guaranty contained in this Section 6.1 shall remain in full force and effect until all amounts payable by the 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent to enforcement termination of this GuarantyAgreement, notwithstanding that a suit first be instituted against from time to time prior thereto, the 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 Debtor may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 free from 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorSecured Obligations. (e) If No payment made by the Debtor, any Grantor, any other guarantor or any other Person or received or collected by the Secured Parties from the Debtor, any Grantor, 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the Guarantor or otherwiseliability of any Grantor pursuant to this Agreement, the Guarantor’s obligations hereunder with respect to which shall remain, notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Grantor in respect of the Guarantor under this GuarantySecured Obligations or any payment received or collected from such Grantor in respect of the Secured Obligations), 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 Secured Obligations up to the extent maximum liability of such amounts are not paid when due by Grantor pursuant to this Agreement until the LD Subsidiarytermination of this Agreement.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent for the benefit of Buyers the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed Obligations. 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 Beneficiary 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 Agreement and (ii) acknowledges that Repurchase Agreement. For the avoidance of doubt, any and all such payments are in addition to the Guarantor's obligation to pay any amounts payable required to be paid by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of Seller to the GuarantorAdministrative Agent and Buyers. (b) This is a continuing Guaranty The Guarantor further agrees to pay any and a guaranty all expenses (including, without limitation, all fees and disbursements of payment (not merely of collectioncounsel), and it which may be paid or incurred by the Administrative Agent or 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, the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until all amounts payable by the LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably or (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by the Seller or any other Person or received or collected by the Administrative Agent from the 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 Obligations shall not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencehereunder which shall, presentment, demand on the LD Subsidiary for notwithstanding any such payment or otherwisepayments, filing remain liable for the amount of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for Obligations until the Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time, or from time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidtime, the Guarantor shall not exercise make any right payment to the Administrative Agent for the benefit 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 Buyers on account of any payment made by the Guarantor under this GuarantyGuarantor’s liability hereunder, the Guarantor shall forthwith pay will notify the Administrative Agent in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby unconditionally and irrevocably guarantees to Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 Guarantor. (b) Obligations. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full full, notwithstanding that from time to time prior thereto a Seller may be free from any Obligations. (b) Guarantor further agrees to pay any and shall not all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be affected paid or incurred by Buyer in enforcing, or obtaining advice of counsel in respect of, any way by rights with respect to, or collecting, any or all of the absence of Obligations and/or enforcing any action to obtain those amounts from the LD Subsidiary rights with respect to, or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitycollecting against, Guarantor under this Guaranty. (c) The No payment or payments made by a Seller, Guarantor, any other guarantor or any other Person or received or collected by Buyer from a Seller, 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 Guarantor hereby agrees that it hereunder. Guarantor shall not be necessary, as a condition precedent remain liable for the Obligations until (i) the Obligations are satisfied and paid in full and (ii) the earlier to enforcement occur of this Guaranty, that a suit first be instituted against (A) the LD Subsidiary or that any rights or remedies first be exhausted against expiration of the LD Subsidiary Repurchase Agreement and the Guarantor hereby waives diligenceother Program Documents or (B) the termination of the Repurchase Agreement and the other Program Documents (such date, presentmentthe “Expiration Date”), demand on the LD Subsidiary for notwithstanding any payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for payments referred to in the Agreement with foregoing sentence other than payments made by Guarantor in respect to amounts payable by of the LD SubsidiaryObligations or payments received or collected from Guarantor in respect of the Obligations. (d) The Guarantor agrees thatthat whenever, except by the complete and irrevocable at any time, or from time to time, Guarantor shall make any payment to Buyer on account of all amounts payable by the LD Subsidiary under the AgreementGuarantor’s liability hereunder, its obligations Guarantor will notify Buyer in writing that such payment is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fullySubject to the provisions of Section 2(b), irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Beneficiary under Administrative Agent, for 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 ratable benefit of the GuarantorSecured Creditors and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (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 any Agent or any Secured Creditor 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 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not be affected in any way by full, the absence Commitments are terminated, the Letters of any action to obtain those amounts from the LD Subsidiary Credit are terminated or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary expired and the Guarantor hereby waives diligenceAcceptances are matured, presentment, demand on the LD Subsidiary for payment or otherwise, filing of claims, requirement of a notwithstanding that from time to time prior proceeding against the LD Subsidiary and protest or notice, except as thereto Borrower may be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryfree from any Obligations. (d) The Each Guarantor agrees that, except by that the complete Obligations may at any time and irrevocable payment of all amounts payable by from time to time exceed 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 termination or discharge whatsoever by reason amount of the invalidity, illegality or unenforceability liability of any obligations under such Guarantor hereunder without impairing 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 affecting the existence rights and remedies of any bankruptcy, insolvency, reorganization Agent 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorSecured Creditor hereunder. (e) If No payment or payments made by Borrower, any Guarantor, any other guarantor or any other Person or received or collected by any Agent or any Secured Creditor from Borrower, any 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or otherwisepayments 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 are paid in full, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being madeCommitments are terminated, no Letters of Credit remain outstanding and no Acceptance remain unmatured. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaidEach Guarantor agrees that whenever, the Guarantor shall not exercise any right of subrogation. If at any time, or from time when to time, it shall make any amount is overdue and unpaid the Guarantor receives payment to any amount as a result of any action against the LD Subsidiary Agent or any of its property or assets or otherwise for or Secured Creditor on account of any payment made by its liability hereunder, it will notify the Guarantor under this Guaranty, the Guarantor shall forthwith pay Administrative Agent in writing 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 under this Guaranty for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby unconditionally and irrevocably guarantees to Buyer and ▇▇▇▇▇’s successors, endorsees, transferees, and assigns the prompt and complete payment and performance by Seller, when due (i) fullywhether at the stated maturity, irrevocably and unconditionally guarantees by acceleration, or otherwise, but, for the due and punctual payment avoidance of doubt, inclusive of any and all obligations applicable grace periods) of Seller’s Obligations (collectively, the LD Subsidiary owed to the 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 Guarantor“Guaranteed Obligations”). (b) This is a continuing Guaranty Guarantor further agrees to pay any and a guaranty of payment all reasonable and documented, out-of-pocket costs and expenses (not merely of collection)including, without limitation, all commercially reasonable and documented fees, disbursements, and it expenses of outside counsel) which may be paid or incurred by Buyer in enforcing any rights with respect to, or collecting, any or all of Guarantor’s Guaranteed Obligations described herein and/or enforcing any rights with respect to, or collecting against, Guarantor hereunder. This Guaranty shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Guaranteed Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityGuaranteed Obligations. (c) The Except as expressly provided elsewhere herein, no payment(s) made by Seller or any other Person (except for payments made by 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 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 be provided for in the Agreement with respect to amounts payable the Guaranteed Obligations) or received or collected by Buyer from Seller or any other Person (except for payments received or collected from Guarantor with respect to the LD SubsidiaryGuaranteed 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 Guarantor’s liability hereunder which shall, notwithstanding any such payment(s), remain liable for the Guaranteed Obligations until the Guaranteed Obligations are paid in full and the satisfaction and discharge of the Agreement. (d) The Guarantor ▇▇▇▇▇▇▇▇▇ agrees thatthat whenever, 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvencyfrom time to time, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise make 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 payment to Buyer on account of any payment made by the Guarantor’s liability hereunder, Guarantor under this Guaranty, the Guarantor shall forthwith pay will notify Buyer in writing 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 hereunder for such amounts in trust for the Beneficiarypurpose. (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) The Guarantor hereby (i) fullyhereby, irrevocably absolutely, unconditionally, and unconditionally irrevocably, as a primary obligor and not only a surety, guarantees to the due and punctual payment of any and all obligations Administrative Agent, for the ratable benefit of the LD Subsidiary owed to Lenders and their respective successors, indorsees, transferees and assigns, the Beneficiary under the Agreement prompt and (ii) acknowledges that any complete payment and all amounts payable performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Co-Borrowers of the GuarantorObligations when due (whether at the stated maturity, by acceleration or otherwise). (b) 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 agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and it Guarantee shall remain in full force and effect until all amounts payable by the 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorSatisfaction Time. (e) If No payment made by any Co-Borrower, the Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Co-Borrower, the 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by the Guarantor under this Guaranty, in respect of the Obligations or any payment received or collected from the Guarantor shall forthwith pay that amount received by itin respect of the Obligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Obligations up to the extent such amounts are not paid when due by maximum liability of the LD SubsidiaryGuarantor hereunder until the Satisfaction Time.

Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to Buyer the prompt and complete payment and performance by Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by 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, Guarantor under this Guaranty. 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 LD Subsidiary to latest of (i) the Beneficiary under termination of the MSRVF1 Repurchase Agreement, (ii) the termination of the SPIADVF1 Repurchase Agreement have been validly, finally and irrevocably (iii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 No payment or otherwisepayments made by Seller or any other Person or received or collected by Buyer from Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, filing at any time or from time to time, in reduction of claimsor in payment of the Obligations shall be deemed to modify, requirement reduce, release or otherwise affect the liability of a prior proceeding against Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the LD Subsidiary and protest or notice, except as may be provided for amount of the outstanding Obligations until the outstanding Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, except by the complete and irrevocable at any time, or from time to time, Guarantor shall make any payment to Buyer on account of all amounts payable by the LD Subsidiary under the AgreementGuarantor’s liability hereunder, its obligations Guarantor will notify Buyer in writing that such payment is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby hereby, unconditionally and irrevocably guarantees to Agent the prompt and complete payment and performance by Borrower when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed Borrower Obligations, subject to the Beneficiary under the Agreement and (iilimitation set forth in Section 2(f) acknowledges that any and all amounts payable by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantorhereof. (b) This is a continuing Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by Agent in 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, Guarantor under this Guaranty and a guaranty of payment (not merely of collection)unless, and it 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 all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Borrower may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the Recourse Limit without impairing this Guaranty or affecting the rights and remedies of this Guaranty, that a suit first be instituted against the 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryAgent hereunder. (d) The Guarantor agrees thatNo payment or payments made by Borrower, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the AgreementGuarantor, 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 other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by Agent from Borrower, Guarantor, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any bankruptcy, insolvency, reorganization or similar proceedings involving Guarantor hereunder except to 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 extent of the Agreement; reduction of the Obligations as a consequence thereof. Guarantor shall remain liable for the Obligations until the date the Obligations are satisfied and paid in full (iv) delay by such date, the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor“Expiration Date”). (e) If Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization to Agent on account of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to liability hereunder, it will notify Agent in writing that such payment is made under this Guaranty for such purpose, but the failure of Guarantor to provide such notice shall be reinstated upon not impair the effectiveness of such restoration or return being madepayment to reduce the Obligations. (f) So long Guarantor’s liability hereunder on any date of determination shall not exceed an amount (the “Recourse Limit”) equal to the excess (if any) of (x) the product of (i) ten percent (10%) and (ii) the amount by which the Loan Amount exceeds (y) the aggregate amount of all payments previously made by Guarantor in respect of the Borrower Obligations on or at any time prior to such date of determination pursuant to the terms of this Guaranty and, in no event, shall there be included as a reduction of the Recourse Limit any amount payable voluntary capital contribution to the Borrower made on or prior to such date. Notwithstanding the foregoing, such Recourse Limit shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the LD Subsidiary Loan Documents; (ii) impair the right of Agent to name Guarantor or the Borrower as a party or defendant in any action or suit for judicial foreclosure and sale under the Loan Documents; (iii) impair the right of Agent to obtain the appointment of a receiver; (iv) impair the right of Agent to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by Guarantor or the Borrower or any other Person in connection with the Agreement is overdue and unpaid, Loan Documents; (v) impair the Guarantor shall not exercise any right of subrogation. If at Agent to obtain payments on the Pledged Collateral received by Guarantor or the Borrower after the occurrence and during the continuation of an Event of Default; (vi) impair the right of Agent to bring suit (and seek a money judgment therein) with respect to any time when any amount is overdue and unpaid misappropriation by Guarantor or the Guarantor receives any amount as a result Borrower of payments collected in advance with respect to the Pledged Collateral; (vii) impair the right of Agent to apply for losses arising out of any action against willful misconduct or fraud by Guarantor or the LD Subsidiary Borrower or any of their agents or employees; or (viii) impair the right of Agent to receive from Guarantor all losses, costs and expenses actually incurred by Agent and Lender as the result of a breach by Guarantor of its property representations, warranties or assets or otherwise for or on account of any payment made by the Guarantor covenants 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) The Guarantor hereby unconditionally and irrevocably guarantees to the Buyers the prompt and complete payment and performance by Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the 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, Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the MSRVF1 Repurchase Agreement have been validly, finally and irrevocably (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 No payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest payments made by Seller or notice, except as may be provided for in the Agreement with respect to amounts payable any other Person or received or collected by the LD SubsidiaryBuyers from 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 Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the outstanding Obligations until the outstanding Obligations are paid in full. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, Guarantor shall make any payment to the complete and irrevocable Buyers on account of Guarantor’s liability hereunder, Guarantor will notify the Buyers in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations Each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guaranties to the Beneficiary under Administrative Agent, for the Agreement ratable benefit of the Lenders and (ii) acknowledges that any their respective successors, indorsees, transferees and all amounts payable assigns, the prompt and complete payment and performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Company when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorCompany Obligations. (b) This is a continuing Guaranty Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and a under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable 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 Section 2 or affecting the rights and remedies of payment the Administrative Agent or any Lender hereunder. (not merely of collection), and it d) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable by of the LD Subsidiary to the Beneficiary under the Agreement Secured Obligations shall have been validly, finally and irrevocably paid 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorFull. (e) If No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor under this Guarantyin respect of the Secured Obligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Secured Obligations up to the extent maximum liability of such amounts Guarantor hereunder until the Secured Obligations are not paid when due by the LD SubsidiaryPaid in Full.

Guaranty. (a) The Guarantor hereby (i) fullyhereby, irrevocably unconditionally and unconditionally irrevocably, guarantees to Buyer and its permitted successors, endorsees, transferees and assigns, the due prompt and punctual complete payment of any and all obligations performance of the LD Subsidiary owed to Obligations (the Beneficiary under “Guaranteed Obligations”) by Seller, when due (whether at the Agreement and (ii) acknowledges that any and all amounts payable stated maturity, by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the Guarantoracceleration or otherwise). (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable and documented out of pocket fees and disbursements of counsel) which may be paid or incurred by 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, Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably any remaining Guaranteed Obligations are paid in full full, notwithstanding that from time to time prior thereto Seller may be free from any due 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitypayable Obligations. (c) The Guarantor hereby agrees that it shall not be necessary, Except as a condition precedent to enforcement of expressly provided elsewhere in this Guaranty, that a suit first no payment or payments made by Seller or any other Person (except for payments made by Guarantor in respect of the Guaranteed Obligations) or received or collected by Buyer from 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 instituted against deemed to modify, reduce, release or otherwise affect the LD Subsidiary liability of Guarantor hereunder which shall, notwithstanding any such payment or that any rights or remedies first be exhausted against payments, remain liable for the LD Subsidiary Guaranteed Obligations until the Guaranteed Obligations are paid in full and the Guarantor hereby waives diligence, presentment, demand on satisfaction and discharge of 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryRepurchase Agreement. (d) The Guarantor agrees thatthat whenever, except by the complete and irrevocable at any time, or from time to time, it shall make any payment to Buyer on account of all amounts payable by the LD Subsidiary under the Agreementits liability hereunder, its obligations it will notify Buyer in writing that such payment is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations Each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guaranties to the Beneficiary under Administrative Agent, for the Agreement ratable benefit of the Lenders and (ii) acknowledges that any their respective successors, endorsees, transferees and all amounts payable assigns, the prompt and complete payment and performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Company when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorCompany Obligations. (b) This is a continuing Guaranty Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and a under the other Loan Documents shall in no event exceed the amount which can be guarantied by such Guarantor under applicable 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 Guarantor 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 Section 2 or affecting the rights and remedies of payment the Administrative Agent or any Lender hereunder. (not merely of collection), and it d) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable by of the LD Subsidiary to the Beneficiary under the Agreement Guarantor Obligations shall have been validly, finally and irrevocably paid 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorFull. (e) If No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Guarantor Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Guarantor under this Guaranty, Obligations or any payment received or collected from such Guarantor in respect of the Guarantor shall forthwith pay that amount received by itObligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Guarantor Obligations up to the extent maximum liability of such amounts Guarantor hereunder until the Guarantor Obligations are not paid when due by the LD SubsidiaryPaid in Full.

Guaranty. (a) The Each Guarantor hereby unconditionally and irrevocably guarantees to the Buyer Parties and their successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Seller when due, whether at the stated maturity, by acceleration, demand or otherwise (i) fullyor would otherwise be owing, irrevocably and unconditionally guarantees due or payable under the due and punctual payment Series 2024-VF1 Repurchase Agreement but for the commencement of any and all bankruptcy, insolvency or similar proceeding in respect of Seller) of the Obligations of Seller (the “Guaranty Obligations”), whether absolute or contingent. The obligations of the LD Subsidiary owed to the Beneficiary under the Agreement and (ii) acknowledges that any and all amounts payable by the each Guarantor hereunder shall be pari passu with joint and several. Without in any way limiting the foregoing, promptly upon receipt of a Seller Delinquency Notice (but in any event no later than one (1) Business Day following delivery of such Seller Delinquency Notice), the Guarantors shall pay the Seller Delinquency Amount specified therein. This is a guaranty of payment and performance, and not merely of collection. Each Guarantor further agrees to pay promptly upon receipt of demand from Administrative Agent (but in any event no later than one (1) Business Day following delivery of such demand) all other senior unsecured debt of Guaranty Expenses, which may be paid or incurred by the GuarantorBuyer Parties. (b) This is a continuing In no event shall any Buyer Party be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. The rights, powers, remedies and privileges provided in this Guaranty are cumulative and a guaranty of payment (not merely of collection), and it shall remain in full force and effect until all amounts payable by the 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 exclusive of any action to obtain those amounts from the LD Subsidiary or rights, powers, remedies and privileges provided by any other guarantor agreement or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entitylaw. (c) 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 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 No payment or otherwisepayments made by Seller or any other Person (other than the Guarantors) or received or collected by any Buyer Party from Seller or any other Person (other than the Guarantors) by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranty Obligations shall be deemed to modify, filing release or otherwise affect the liability of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiaryany Guarantor hereunder. (d) The Each Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to any Buyer Party on account of its liability hereunder, it will promptly notify the complete and irrevocable Buyer Parties in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment Each Guarantor agrees that this is an absolute, unconditional and continuing guaranty and that it shall remain liable under this Guaranty until the date on which all Guaranty Obligations and Guaranty Expenses are satisfied and paid in full and the Series 2024-VF1 Repurchase Agreement is rescinded or must be otherwise restored or returned upon terminated in accordance with the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwiseterms thereof (such date, the Guarantor’s obligations hereunder with respect “Termination Date”), notwithstanding that from time to such payment shall time prior thereto Seller may be reinstated upon such restoration or return being madefree from any Obligations. (f) So long as any amount payable by the 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 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 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) The Transferee OP Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor and not as a surety, to Beneficiaries and their respective successors, endorsees, transferees and assigns, the prompt and complete payment by Transferee when due (iwhether at the stated maturity, by acceleration or otherwise) fullyof, irrevocably and unconditionally guarantees the due faithful performance of and punctual compliance with, all payment of any and all obligations of the LD Subsidiary owed to the Beneficiary Transferee under the Participation Agreement and PARTICIPATION AGREEMENT [N602SW] A-1 67 each other Operative Agreement to which Owner Participant is a party or by which it is bound (ii) acknowledges that any collectively, the "Relevant Documents"), strictly in accordance with the terms thereof and all amounts payable by the Guarantor hereunder shall be pari passu with timely performance of all other senior unsecured debt obligations of Transferee thereunder (such payment and other obligations, the "Obligations"), and Transferee OP Guarantor further agrees to pay all expenses (including, all fees and disbursements of counsel) that may be paid or incurred by Beneficiaries in enforcing any rights with respect to, or collecting, any or all of the GuarantorObligations and/or enforcing any rights with respect to, or collecting against, Transferee OP Guarantor under this Guaranty. (b) This is a continuing Guaranty and a guaranty of No payment (not merely of collection)or payments made by Transferee, and it shall remain in full force and effect until all amounts payable by the LD Subsidiary to the Beneficiary under the Agreement have been validlyTransferee OP Guarantor, 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 guarantor or surety or to proceed against any other security provided Person or received or collected by any Beneficiary from Transferee, Transferee OP 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 LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Transferee OP Guarantor hereunder until the Obligations are paid and performed in full. (c) If for any reason any Obligation (whether affirmative or negative in character) shall not be observed or performed or paid promptly when due and payable, Transferee OP Guarantor shall promptly perform or observe or cause to be performed or observed each such Obligation or undertaking and shall forthwith pay such amount at the place and to the person or entity entitled thereto pursuant to the Relevant Documents regardless of whether or not any Beneficiary or anyone on behalf of any Beneficiary shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against Transferee or any other person or entity. (c) The Guarantor hereby agrees that it shall not be necessaryentity to compel any such performance or to collect all or any part of such amount pursuant to the provisions of the Relevant Documents or at law or in equity, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 termination or discharge whatsoever by reason of the invalidity, illegality or unenforceability regardless of any obligations under this Guaranty other condition 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorcontingency. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Lender and its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Lender in enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityfull. (c) The Except for payments required to be made by the Guarantor hereby agrees that it hereunder, no other payments affect the Guarantor’s liability under the Guaranty. No payment or payments made by the Borrower, the Guarantor, any other guarantor or any other Person or received or collected by the Lender from the Borrower, the 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 not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guarantythe Guarantor hereunder which shall, that a suit first be instituted against notwithstanding any such payment or payments other than payments made by the LD Subsidiary Guarantor in respect of the Obligations or that any rights payments received or remedies first be exhausted against collected from the LD Subsidiary Guarantor in respect of the Obligations, remain liable for the Obligations until the Obligations are paid in full and the Guarantor hereby waives diligenceAgreement is terminated, presentment, demand on subject to the LD Subsidiary for payment or otherwise, filing provisions of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary.Section 9 hereof (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, it shall make any payment to the complete and irrevocable Lender on account of its liability hereunder, it will notify the Lender in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Guarantor shall not exercise any right of subrogationpurpose. 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 account of any payment No payments made by the Guarantor under to the Borrower shall be applied towards the Obligations except for those payments required by 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) The Guarantor hereby (i) fullyThe Guarantors hereby, irrevocably jointly and severally, absolutely, unconditionally guarantees and irrevocably, guaranty to the Holders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due and punctual payment of any and all obligations (whether at the stated maturity, by acceleration or otherwise) of the LD Subsidiary owed to the Beneficiary Obligations. The Guarantors’ liability under the Agreement this Guaranty shall be unlimited, open and continuous for so long as this Guaranty remains in force. (ii) acknowledges that Anything herein or in any and all amounts payable by other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be pari passu with all other senior unsecured debt guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the Guarantorrights of creditors generally (after giving effect to the right of contribution set forth in Section 2(b)). (biii) This is a continuing Guaranty Each Guarantor agrees that the Obligations may at any time and a from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of payment the Holders hereunder. (not merely of collection), and it iv) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable 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 made by the LD Subsidiary to Company, any of the Beneficiary under the Agreement have been validlyGuarantors, 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 guarantor or surety or to proceed against any other security provided Person or received or collected by the LD Subsidiary Holders from the Company, any of the Guarantors, any other guarantor or any other person Person by virtue of any action or entity. (c) 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 LD Subsidiary proceeding 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 off or termination appropriation 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantor. (e) If application at any time or from time to time in reduction of or in payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor under in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full. (vi) Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations 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 specific performance of which by the LD Subsidiary and until payment Guarantors is made to not reasonably possible (e.g. the Beneficiary issuance of 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 existCompany’s Common Stock), the Guarantor Guarantors shall nonetheless continue to only be liable for making the payment of all amounts payable by Holders whole on a monetary basis for the LD Subsidiary under Company’s failure to perform such Obligations in accordance with the Agreement to the extent such amounts are not paid when due by the LD SubsidiaryTransaction Documents.

Guaranty. (a) The Guarantor hereby Guarantors hereby, unconditionally and irrevocably, guarantee to the Buyer and its successors, endorsees, transferees and assigns the prompt and complete payment and performance by the Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantors further agree to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in 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, the Guarantors under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto either or both Sellers may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Each Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary or that any rights or and remedies first be exhausted against of 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryBuyer hereunder. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable payment of all amounts payable by Sellers, the LD Subsidiary under the AgreementGuarantors, 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 other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by the Buyer from the Sellers, the Guarantors, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence of any bankruptcyObligations shall be deemed to modify, insolvencyreduce, reorganization release or similar proceedings involving otherwise affect 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 liability of the Agreement; (iv) delay Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by the Beneficiary Guarantors in making a claim; (v) lack respect of complete disclosure the Obligations or payments received or collected from the Guarantors in respect of matters relevant to the Guarantor; Obligations, remain liable for the Obligations until the Obligations are paid in full and (vi) failure to notify the GuarantorMaster Repurchase Agreement is terminated. (e) If Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon Buyer on account of its liability hereunder, it will notify the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to Buyer in writing that such payment shall be reinstated upon is made under this Guaranty for such restoration or return being madepurpose. (f) So long as any amount payable by the LD Subsidiary in connection with the Agreement is overdue and unpaid, the Each Guarantor shall not exercise any right of subrogation. If at any time when any amount is overdue be jointly 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 account of any payment made by the Guarantor under this Guaranty, the Guarantor shall forthwith pay that amount received by it, severally liable to the extent necessary to satisfy any such amount overdue and unpaid, to Buyer for all obligations of 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 Beneficiaryguarantors hereunder. (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) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Buyers and their successors, endorsees, transferees and assigns the prompt and complete payment and performance by the Sellers when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyers in 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, the Guarantor under this Guaranty. 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 LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto any of the Sellers may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it shall not be necessary, as a condition precedent the Obligations may at any time and from time to enforcement time exceed the amount of the liability of Guarantor hereunder without impairing this Guaranty, that a suit first be instituted against Guaranty or affecting the LD Subsidiary or that any rights or and remedies first be exhausted against of 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 be provided for in the Agreement with respect to amounts payable by the LD SubsidiaryBuyers hereunder. (d) The Guarantor agrees that, except No payment or payments made by the complete and irrevocable payment of all amounts payable by Sellers, the LD Subsidiary under the AgreementGuarantor, 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 other guarantor or any other defense that constitutes a legal Person or equitable discharge received or defense of a collected by the Buyers from the Sellers, the Guarantor, any other guarantor or surety 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 its capacity as such irrespective reduction of or in payment of the existence of any bankruptcyObligations shall be deemed to modify, insolvencyreduce, reorganization release or similar proceedings involving otherwise affect 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 liability of the Agreement; (iv) delay Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Beneficiary Guarantor in making a claim; (v) lack respect of complete disclosure the Obligations or payments received or collected from the Guarantor in respect of matters relevant to the Guarantor; Obligations, remain liable for the Obligations until the Obligations are paid in full and (vi) failure to notify the GuarantorMaster Repurchase Agreement is terminated. (e) If The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment under to the Agreement is rescinded or must be otherwise restored or returned upon Buyers on account of its liability hereunder, it will notify the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to Buyers in writing that such payment shall be reinstated upon is made under this Guaranty for such restoration or return being madepurpose. (f) So long Notwithstanding any provision of this Guaranty to the contrary, the aggregate liability of Sellers and Guarantor under the Program Documents (including, without limitation, this Guaranty) on any date of determination with respect to all Purchased Securities owned by Buyers on such date shall be limited as set forth in Section 19 of the Master Repurchase Agreement; provided that such limitation shall not (i) constitute a waiver, release or impairment of any amount payable obligation evidenced or secured by the LD Subsidiary Program Documents; (ii) impair the right of Buyers to name the Guarantor or a Seller as a party or defendant in any action or suit for judicial foreclosure and sale under the Program Documents; (iii) impair the right of Buyers to obtain the appointment of a receiver; (iv) impair the right of Buyers to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by the Guarantor or a Seller or any other person or entity in connection with the Agreement is overdue and unpaid, Program Documents; (v) impair the right of Buyers to obtain payments on the Purchased Securities received by the Guarantor shall not exercise any or a Seller after the occurrence of an Event of Default; (vi) impair the right of subrogation. If at Buyers to bring suit (and seek a money judgment therein) with respect to any time when any amount is overdue and unpaid misappropriation by the Guarantor receives any amount as or a result Seller of payments collected in advance with respect to the Purchased Securities; or (vii) impair the right of Buyers to apply to losses arising out of any action against misrepresentation, willful misconduct or fraud by the LD Subsidiary Guarantor or a Seller or any of its property their agents or assets employees, any suit 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 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 Beneficiarymoney judgment related thereto. (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) The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent for the benefit of Buyers the prompt and complete payment and performance by the Seller Parties when due (iwhether at the stated maturity, by acceleration or otherwise) fullyof the Obligations in an amount not to exceed the applicable Maximum Guaranty Amount. The Guarantor shall pay additional amounts to, irrevocably and unconditionally guarantees indemnify, the due Administrative Agent and punctual payment Buyers (including for purposes of this Section 2, any successor and any permitted assignee or participant under the Repurchase Agreement) with respect to Indemnified Taxes (as defined in the Repurchase Agreement) imposed on payments pursuant to this Guaranty (but without duplication of any payments in respect of Indemnified Taxes due from any Seller Party guaranteed under the preceding paragraph) to the same extent as the related Seller Party would have paid additional amounts and all obligations indemnified the Administrative Agent and Buyers with respect to Indemnified Taxes under Section 11(e) of the LD Subsidiary owed Repurchase Agreement if the Guarantor were the Seller Party under the Repurchase Agreement. For the avoidance of doubt, any such payments are in addition to the Beneficiary under the Agreement and (ii) acknowledges that Guarantor's obligation to pay any and all amounts payable required to be paid by the Guarantor hereunder shall be pari passu with all other senior unsecured debt of Seller Parties to the GuarantorAdministrative Agent and Buyers. (b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or 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, the Guarantor under this Guaranty. 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 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. No payment or payments made by any Seller Party or any other Person or received or collected by the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally and irrevocably paid in full and shall not be affected in Administrative Agent from any way Seller Party or any other Person by the absence virtue of any action to obtain those amounts from the LD Subsidiary or proceeding or any other guarantor set-off or surety appropriation or application, at any time or from time to proceed against time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, LEGAL02/46294638v4 notwithstanding any other security provided by such payment or payments, remain liable for the LD Subsidiary or any other person or entity.amount of the Obligations until the Obligations are paid in full. LEGAL02/46294638v4 (c) The Guarantor hereby ▇▇▇▇▇▇▇▇▇ agrees that it whenever, at any time, or from time to time, Guarantor shall not be necessarymake any payment to the Administrative Agent for the benefit of Buyers on account of Guarantors liability hereunder, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligence, presentment, demand on will notify the LD Subsidiary for Administrative Agent in writing that such payment or otherwise, filing of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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. Guarantor hereby, unconditionally and irrevocably guarantees, as a primary obliger and not merely as a surety, to ▇▇▇▇▇▇ and its successors, endorses, transferees and assigns, the prompt and complete payment when due (awhether at the stated maturity, by acceleration or otherwise) The of all Obligations without requiring any notice of nonpayment, nonperformance or non-observance or proof of notice or demand in order to charge Guarantor hereby (i) fullytherefor, irrevocably and unconditionally guarantees the due and punctual payment of Guarantor agrees to pay any and all obligations reasonable expenses (including reasonable attorneys' fees and disbursements) which may be paid or incurred by ▇▇▇▇▇▇ in collecting any or all of the LD Subsidiary owed to the Beneficiary Obligations and/or enforcing any rights under this Guaranty or under the Agreement and (ii) acknowledges that Obligations. Guarantor waives any and all amounts payable notice of the creation or accrual of any of the Obligations and notice of or proof of reliance by ▇▇▇▇▇▇ upon this Guaranty or acceptance of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred or continued, as the case may be, in reliance upon this Guaranty, and all dealings between Borrower or the Guarantor hereunder and ▇▇▇▇▇▇ after the date hereof shall likewise be pari passu with all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection), and conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor agrees that whenever at any time or from time to time it shall remain make any payment to ▇▇▇▇▇▇ on account of Guarantor's liability hereunder, it shall notify ▇▇▇▇▇▇ in full force and effect until all amounts payable writing that such payment is made under this Guaranty for such purposes. No payment or payments made by the LD Subsidiary to the Beneficiary under the Agreement have been validlyeither Borrower, 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 Guarantor, any other guarantor or surety or to proceed against any other security provided Person or received or collected by the LD Subsidiary ▇▇▇▇▇▇ from either Borrower, Guarantor, any other guarantor or any other person Person by virtue of any action or entity. (c) The proceeding or any setoff 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 Guarantor hereby hereunder which shall, notwithstanding any such payment or payments, remain liable for the Obligations until the Obligations are paid in full. Guarantor expressly agrees that it shall not be necessary▇▇▇▇▇▇ may, as a condition precedent without notice to enforcement of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencebut with the consent of Borrower modify the Obligations of Borrower and grant extensions and concessions to Borrower in respect thereof (including, presentmentwithout limitation, 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 be provided for changes in the Agreement with respect to amounts payable by the LD Subsidiary. (d) The Guarantor agrees thattime, except by the complete and irrevocable manner or place of 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 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 term of any bankruptcy, insolvency, reorganization or similar proceedings involving the LD Subsidiary or by Obligations) without in any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance manner affecting the Agreement or the related collateral; (ii) the LD Subsidiary’s lack liability of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance of the Agreement; (iv) delay by the Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorGuarantor hereunder. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby guarantees, absolutely and unconditionally, the prompt and complete payment and performance of the USMX/Rothschild Obligations when due (iwhether at the stated maturity, by acceleration or otherwise) fullyand at all times thereafter, irrevocably provided that, on or after Completion of the Project, if no Default or Event of Default is outstanding, Lender's sole recourse under this Guaranty shall be to the Pledged Collateral (defined in the Pledge and unconditionally guarantees Security Agreement of even date herewith between Guarantor and Lender (the due and punctual payment of "Pledge Agreement"). Guarantor also agrees to pay any and all expenses (including attorneys' fees and disbursements) related to or arising from Lender's enforcement of this Guaranty. The guarantees and obligations of this Section 3(a) are referred to collectively as the LD Subsidiary owed to the 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 Guarantor"Guaranteed Obligations". (b) This is a continuing Guarantor agrees that this Guaranty and constitutes a guaranty of payment (and not merely of collection, and Lender shall not be obligated to initiate, pursue or exhaust any form of recourse or obtain any judgment against either of Borrowers or others (including other guarantors) or to realize upon or exhaust any collateral security held by or available to Lender before being entitled to payment from the undersigned hereunder. The liability of Guarantor shall not be limited, diminished or affected by (i) any condition of either of Borrowers or Guarantor (including bankruptcy, liquidation or dissolution) or failure by Lender to file or enforce any claim against the estate (in administration, bankruptcy, dissolution or otherwise) of either of Borrowers, Guarantor or others, (ii) the fact that recovery from either of Borrowers or any other person is barred by any statute of limitations, invalidity, illegality, unenforceability or for any other reason or that either of Borrowers or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement), (iii) any amendment, modification or change of any kind or nature to the Credit Agreements, the Loan Documents, or this Guaranty, or any Instrument or understanding executed or entered into pursuant to the Credit Agreements, (iv) any adjustment, indulgence, forbearance or compromise granted by Lender to either of Borrowers or Guarantor, or (v) any other circumstance which might otherwise constitute a legal or equitable discharge of a guarantor. Guarantor renounces all benefits of discussion and division and waives diligence, presentment, protest, notice of dishonor, protest or default, demand for payment upon Borrowers or the undersigned, notice of acceptance of this Guaranty, notice of any addition to or increase or decrease in the Obligations, and all other notices and demands whatsoever. (c) This Guaranty is a continuing guaranty, and it shall will not be discharged until payment in full of all of the Guaranteed Obligations and cancellation of this Guaranty by Lender ("Termination") and will remain in full force and effect until all amounts payable by notwithstanding any interruption in the LD Subsidiary to the Beneficiary under the Agreement have been validly, finally business relations between Borrowers 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 Lender or any other guarantor increase or surety or decrease from time to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for time in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 termination or discharge whatsoever by reason amount 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorObligations. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably guarantees to Lender the prompt and complete payment and performance by Borrower when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed Obligations in an amount not to exceed, in the Beneficiary under aggregate for the Agreement and (ii) acknowledges that any and all amounts payable by Obligations, the Guarantor hereunder shall be pari passu with all other senior unsecured debt of the GuarantorMaximum Guarantee Amount. (b) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by 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, Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the Loan Agreement have been validly, finally and irrevocably (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto Borrower may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) 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 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 No payment or otherwisepayments made by Borrower or any other Person or received or collected by Lender from Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, filing at any time or from time to time, in reduction of claimsor in payment of the Obligations shall be deemed to modify, requirement reduce, release or otherwise affect the liability of a prior proceeding against Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the LD Subsidiary and protest or notice, except as may be provided for amount of the outstanding Obligations until the outstanding Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, except by the complete and irrevocable at any time, or from time to time, Guarantor shall make any payment to Lender on account of all amounts payable by the LD Subsidiary under the AgreementGuarantor’s liability hereunder, its obligations Guarantor will notify Lender in writing that such payment is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fullyhereby, irrevocably unconditionally and unconditionally irrevocably, as a primary obligor and not only a surety, guarantees to the due and punctual payment of any and all obligations Administrative Agent, for the benefit of the LD Subsidiary owed to Administrative Agent and Lenders and their respective successors, indorsees, transferees and assigns, the Beneficiary under the Agreement prompt and (ii) acknowledges that any complete payment and all amounts payable performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Company when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorCompany Obligations. (b) This is a continuing Guaranty Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of Guarantor hereunder and a under the other Loan Documents shall in no event exceed the amount which can be guaranteed by Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of payment the Administrative Agent or any Lender hereunder. (not merely of collection), and it d) The guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable by of the LD Subsidiary to the Beneficiary under the Agreement Secured Obligations shall have been validly, finally and irrevocably paid 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorFull. (e) If No payment made by the Company, the Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Company, the 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor or otherwisehereunder which shall, the Guarantor’s obligations hereunder with respect to notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by Guarantor in respect of the Secured Obligations or any payment received or collected from Guarantor under this Guarantyin respect of the Secured Obligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Secured Obligations up to the extent such amounts maximum liability of Guarantor hereunder until the Secured Obligations are not paid when due by the LD SubsidiaryPaid in Full.

Guaranty. Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as a surety, irrespective of the validity of the Obligations, waiving all rights of objection and defense arising from the Obligations, the full and punctual payment and performance when due (awhether at stated maturity, upon acceleration or otherwise) The Guarantor hereby of the Obligations, including, without limitation, (i) fullythe principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, irrevocably and unconditionally guarantees the due and punctual payment (ii) any obligations of any and Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the LD Subsidiary owed any Borrower owing to the Beneficiary any Lender or any affiliate of any Lender under the any Swap Agreement and or Banking Services Agreement, (iiiv) acknowledges that any and all other amounts payable by any Borrower or any of its Subsidiaries under the Guarantor hereunder shall be pari passu with Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all other senior unsecured debt of the Guarantor. (b) This is a continuing Guaranty and a guaranty of payment (not merely of collection)agreements, conditions, covenants, and it shall remain obligations of such Borrower contained in full force the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and effect until all amounts payable the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the 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 Borrower or any other guarantor of its Affiliates, as applicable, to pay punctually any such amount or surety perform such obligation, and (y) such failure continuing beyond any applicable grace or to proceed against any other security provided by notice and cure period, each of the LD Subsidiary or any other person or entity. (c) The Guarantor hereby Guarantors agrees that it shall not be necessary, as a condition precedent to enforcement of this Guaranty, that a suit first be instituted against forthwith on demand pay such amount or perform such obligation at the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary place 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 be provided for in the Agreement with respect to amounts payable by manner specified in the LD Subsidiary. (d) The Guarantor agrees that, except by the complete and irrevocable payment of all amounts payable by the LD Subsidiary under the Credit Agreement, its obligations under this Guaranty shall be unconditional and this Guaranty shall not be subject to any defense of set-offSwap Agreement, 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 LD Subsidiary or by any other circumstance, including, without limitation (i) assertions of amendment, waivers or forbearance affecting the Banking Services Agreement or the related collateral; (ii) relevant Loan Document, as the LD Subsidiary’s lack of authorization to enter into the Agreement or its disability or bankruptcy; (iii) incomplete performance case may be. Each of the Agreement; (iv) delay by the Beneficiary in making Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a claim; (v) lack guaranty of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorcollection. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably guarantees to the Buyer the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all reasonable and documented expenses (including, without limitation, all reasonable and documented fees and disbursements of counsel) which may be paid or incurred by the 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, the Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably or (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by the Seller or any other Person or received or collected by the Buyer from the 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 Obligations shall not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencehereunder which shall, presentment, demand on the LD Subsidiary for notwithstanding any such payment or otherwisepayments, filing remain liable for the amount of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for Obligations until the Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, Guarantor shall make any payment to the complete and irrevocable Buyer on account of Guarantor’s liability hereunder, the Guarantor will notify the Buyer in writing in accordance with Section 20 of the Repurchase Agreement that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fully13.1 SQH, as Guarantor, personally, unconditionally and irrevocably guarantees as joint and unconditionally guarantees several surety the full and prompt payment and performance when due and punctual payment of any and all obligations of the LD Subsidiary owed Borrower under this Agreement and the Note. Furthermore, P▇▇▇▇, as Guarantor, personally, unconditionally and irrevocably guarantees as joint and several surety the full and prompt payment and performance when due of all obligations of the Borrower under this Agreement and the Note. The mentioned guarantees shall be limited to 51% of the amount of the Loan, and interest payable thereon. The joint and several guaranty of the Guarantors (the “Guaranty”) includes not only the principal, interests and fees of the Loan but all other interests, commissions, Taxes, fees, remunerations, charges, reimbursable expenses, disbursements and any other amount or obligation for which performance or payment the Borrower is liable under this Agreement. The Guaranty also secures all future extensions and renewals of all the obligations of the Borrower under this Agreement. It also secures all other notes and other documents that the Borrower may issue, execute, consent or accept in the future, in substitution, supplement or replacement of or in addition to those issued, executed, consented or accepted by the Borrower according to this Agreement. The occurrence of any Default by the Borrower that remains unremedied will make all obligations of this Agreement immediately and irrevocably due with respect to the Beneficiary under the Agreement Guarantors. The Guarantors acknowledges 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 Guarantor.undertakes that: (ba) This is a continuing Guaranty their obligations as joint and a guaranty of payment (not merely of collection), several surety are inalterable and it shall will remain in full force and effect regardless of any changes or amendments to the guaranteed obligations, until all amounts payable by the LD Subsidiary to the Beneficiary obligations under the this Agreement have been validlyfulfilled; (b) unless otherwise provided in this Agreement, finally and irrevocably paid in full and shall until the date all obligations under this Agreement have been fulfilled, they will not exercise any legal, contractual or other subrogation right to which they may be affected in any way by the absence entitled because of any action payment made to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity.Lender; and (c) all obligations owed to them by the Borrower will be subordinated to the complete and prompt fulfillment by the Borrower of all obligations under this Agreement. The Guarantor Guarantors hereby agrees resign the benefits of discussion and retraction (beneficios de excusión y retractación) referred to in the Civil Code of Chile. The Guarantors shall execute a public deed in Spanish in the form attached hereto as exhibit 4. The Lender hereby accepts the Guaranty. The parties acknowledge that it shall not be necessary, the Guaranty was requested by the Lender as a condition precedent to enforcement necessary and essential requirement for the granting of the Loan and the execution of this GuarantyAgreement. 13.2 It has been stated that the guarantees from SQH and P▇▇▇▇ are limited to 51% of the amount of the loan to be made hereunder, that a suit first be instituted against the LD Subsidiary and interest payable thereon. If Guarantors, jointly or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligenceseverally, 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 honor their guarantee as may be provided for in this Agreement, then, by virtue of law (and notwithstanding the Agreement with respect provisions of the guarantees and this Agreement), the Guarantors are entitled to amounts payable be reimbursed by the LD Subsidiary. (d) The Guarantor agrees that, except Borrower in an amount equal to the aggregate sum paid to the Lender by the complete and irrevocable payment of all amounts payable by Guarantors. However, in this scenario the LD Subsidiary under the Agreement, its obligations under this Guaranty following provisions 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 LD Subsidiary or by any other circumstance, including, without limitation apply: (i) assertions meanwhile the Guarantors have not honor their guarantee in full (51% of amendmentthe amounts due and payable hereunder), waivers or forbearance affecting they shall be prevented to claim a reimbursement from the Agreement or Borrower before the related collateralLoan has been fully repaid; (ii) once Guarantors have honor their guarantee in full, any subsequent availability of funds of the LD Subsidiary’s lack Borrower shall be paid or reimbursed to Lender and Guarantors, as the case may be, in the proportion of authorization to enter into 49% and 51% respectively, until the Agreement or its disability or bankruptcyfull repayment and reimbursements of the amounts due; (iii) incomplete performance in the scenario of (ii) above, the AgreementLender shall not be entitled to collect from the Borrower a proportion of any funds available in the Borrower in excess of 49% of such funds; (iv) delay for purposes of this paragraph, SQH and P▇▇▇▇ ▇▇▇▇▇ an irrevocable power of attorney to the Lender, in order that the latter collects from the Borrower any available funds for reimbursing the amounts paid by the Beneficiary in making a claim; (v) lack Guarantors. Any amounts collected by the Lender under this power of complete disclosure of matters relevant to attorney and any other amount collected by the Guarantor; and (vi) failure to notify the Guarantor. (e) If at any time payment Lender under the terms of this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being madedistributed between Lender and Guarantors as provided for in (ii) above in the proportion of 49% and 51% respectively. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby unconditionally and irrevocably guarantees to the Buyer the prompt and complete payment and performance by the Seller when due (iwhether at the stated maturity, by acceleration or otherwise) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations of the LD Subsidiary owed to the 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 GuarantorObligations. (b) The Guarantor further agrees to pay any and all reasonable and documented expenses (including, without limitation, all reasonable and documented fees and disbursements of counsel) which may be paid or incurred by the 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, the Guarantor under this Guaranty. 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 LD Subsidiary to later of (i) the Beneficiary under termination of the Repurchase Agreement have been validly, finally and irrevocably or (ii) the Obligations are paid in full and shall not full, notwithstanding that from time to time prior thereto the Seller may be affected in free from any way by the absence of any action to obtain those amounts from the LD Subsidiary or any other guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entityObligations. (c) The Guarantor hereby agrees that it No payment or payments made by the Seller or any other Person or received or collected by the Buyer from the 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 Obligations shall not be necessarydeemed to modify, as a condition precedent to enforcement reduce, release or otherwise affect the liability of this Guaranty, that a suit first be instituted against the LD Subsidiary or that any rights or remedies first be exhausted against the LD Subsidiary and the Guarantor hereby waives diligencehereunder which shall, presentment, demand on the LD Subsidiary for notwithstanding any such payment or otherwisepayments, filing remain liable for the amount of claims, requirement of a prior proceeding against the LD Subsidiary and protest or notice, except as may be provided for Obligations until the Obligations are paid in the Agreement with respect to amounts payable by the LD Subsidiaryfull. (d) The Guarantor agrees thatthat whenever, except by at any time, or from time to time, Guarantor shall make any payment to the complete and irrevocable Buyer on account of Guarantor's liability hereunder, the Guarantor will notify the Buyer in writing that such payment of all amounts payable by the LD Subsidiary under the Agreement, its obligations is made 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 for 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the Guarantorpurpose. (e) If at any time payment under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary 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. (f) So long as any amount payable by the 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 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 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) The Guarantor hereby (i) fully, irrevocably and unconditionally guarantees the due and punctual payment of any and all obligations Each of the LD Subsidiary owed Guarantors hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guaranties to the Beneficiary under Administrative Agent, for the Agreement ratable benefit of the Lenders and (ii) acknowledges that any their respective successors, endorsees, transferees and all amounts payable assigns, the prompt and complete payment and performance by the Guarantor hereunder shall be pari passu with all other senior unsecured debt Companies when due (whether at the stated maturity, by acceleration or otherwise) of the GuarantorCompanies Obligations. (b) This is a continuing Guaranty Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and a under the other Loan Documents shall in no event exceed the amount which can be guarantied by such Guarantor under applicable 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 Companies 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 Section 2 or affecting the rights and remedies of payment the Administrative Agent or any Lender hereunder. (not merely of collection)d) Subject to reinstatement pursuant to Section 8.19, and it the guaranty contained in this Section 2 shall remain in full force and effect until all amounts payable by of the LD Subsidiary to the Beneficiary under the Agreement Secured Obligations shall have been validly, finally and irrevocably paid 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 guarantor or surety or to proceed against any other security provided by the LD Subsidiary or any other person or entity. (c) 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 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 be provided for in the Agreement with respect to amounts payable by the LD Subsidiary. (d) 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 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 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 Beneficiary in making a claim; (v) lack of complete disclosure of matters relevant to the Guarantor; and (vi) failure to notify the GuarantorFull. (e) If No payment made by the Companies, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Companies, 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 under the Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the LD Subsidiary Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor or otherwisehereunder, the Guarantor’s obligations hereunder with respect to which Guarantor shall, notwithstanding any such payment shall be reinstated upon such restoration or return being made. (f) So long as any amount payable by the 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 account of other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor under this Guarantyin respect of the Secured Obligations), 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 remain liable for the payment of all amounts payable by the LD Subsidiary under the Agreement Companies Obligations up to the extent maximum liability of such amounts Guarantor hereunder until the Secured Obligations are not paid when due by the LD SubsidiaryPaid in Full, subject to reinstatement pursuant to Section 8.19.