Common use of Nature of Guarantee Clause in Contracts

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Merger Sub, in each case to the extent that any of the foregoing does not have the effect of expanding the circumstances under which the Obligations are payable. In the event that any payment from the Guarantor to the Guaranteed Party hereunder in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoeverwhatsoever (other than as set forth in the last sentence of Section 8 hereof), the Guarantor shall remain liable hereunder with respect to the Guaranteed Percentage of such Obligations, subject to the terms and conditions hereof (including the Cap), as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereincollection. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the GuarantorGuarantor hereunder. Notwithstanding anything herein to the contrary, the Guarantor shall have the right to assert, and shall have the benefit of, any defenses to the payment of the Obligations that are available to Merger Sub under the Merger Agreement or as otherwise expressly provided in Section 3(a) hereof, other than defenses arising from bankruptcy, reorganization or similar proceeding of Merger Sub.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. In the event that any payment from the Guarantor to the Guaranteed Party hereunder in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoeverwhatsoever (other than as set forth in the last sentence of Section 8 hereof), the Guarantor shall remain liable hereunder with respect to the Guaranteed Percentage of such Obligations, subject to the terms and conditions hereof (including the Cap), as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereincollection. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the GuarantorGuarantor hereunder. Notwithstanding anything herein to the contrary, the Guarantor shall have the right to assert, and shall have the benefit of, any defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or as otherwise expressly provided in Section 3(a) hereof, other than defenses arising from bankruptcy, reorganization or similar proceeding of Parent or Merger Sub.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the any Guaranteed Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment had not been mademade (subject to such Guarantor’s respective Pro Rata Maximum Amount, to the extent applicable). This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantors hereunder or to pursue any other remedy in the Guaranteed Party’s power whatsoever. The Subject to the terms hereof, each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Each Guarantor reserves the right to assert as a defense to such payment by the Guarantor Guarantors under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Guaranteed Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of or Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject Guarantor hereby agrees that the Obligations shall not be deemed to have been released, dismissed, impaired, reduced, discharged, paid, observed or performed or affected as the terms hereofresult of the bankruptcy, the Guarantor’s liability hereunder is absoluteinsolvency, unconditionaldisability, irrevocable and continuing irrespective dissolution, receivership, reorganization or lack of any modification, amendment, corporate or waiver other power of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, and Guarantor’s liability in respect thereof shall continue and not be discharged, including, without limitation, the case in which any payment or performance thereof by Parent or Merger Sub is recovered from or paid over by or on behalf of the Guaranteed Party by reason of a fraudulent transfer by Parent or Merger Sub or as a preference in any other agreement bankruptcy of Parent or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunderunder this Guarantee. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise bebe returned in connection with the insolvency or bankruptcy of any of Parent or Merger Sub (including, and is, returned to the Guarantor for any reason whatsoeverwithout limitation, the rejection of the Merger Agreement in an insolvency or bankruptcy of any of Parent or Merger Sub, as the case may be), Guarantor shall remain liable hereunder under this Guarantee with respect to the Obligation as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Notwithstanding any other provision of this Guarantee, Guaranteed Party hereby agrees that Guarantor reserves the right to assert may assert, as a defense to such payment or performance by the Guarantor under this Limited Guarantee Guarantee, any rights, remedies remedies, set-offs and defenses to such payment or performance that the Parent or Merger Sub may have with respect to payment could assert against Guaranteed Party under the terms of the Merger Agreement (other than any such rights, remedies, set-offs and defenses arising out of, due to, or as a result of, the insolvency or bankruptcy of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation (including, without limitation, the rejection of the Guarantor and is not merely the creation Merger Agreement in an insolvency or bankruptcy of a surety relationship, and the Guaranteed Party shall not be required to proceed against any of Parent or Merger Sub first before proceeding against Sub, as the Guarantorcase may be)).

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Merger Sub, in each case to the extent that any of the foregoing does not have the effect of expanding the circumstances under which the Obligations are payable. In the event that any payment from the Guarantor to the Guaranteed Party hereunder in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoeverwhatsoever (other than as set forth in the last sentence of Section 8 hereof), the Guarantor Guarantors shall remain jointly and severally liable hereunder with respect to the Guaranteed Percentage of such Obligations, subject to the terms and conditions hereof (including the Cap), as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereincollection. This Limited Guarantee is a primary and original obligation of the each Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first or any or both of the Guarantors before proceeding against any Guarantor hereunder. Notwithstanding anything herein to the Guarantorcontrary, the Guarantors shall have the right to assert, and shall have the benefit of, any defenses to the payment of the Obligations that are available to Merger Sub under the Merger Agreement or as otherwise expressly provided in Section 3(a) hereof, other than defenses arising from bankruptcy, reorganization or similar proceeding of Merger Sub.

Nature of Guarantee. Subject The Guarantor acknowledges and agrees that its guarantee obligations under this Guarantee and Agreement shall be construed as continuing, absolute and unconditional without regard to (a) the terms hereofvalidity, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective regularity or enforceability of any modificationCredit Documents, amendment, or waiver any of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, Guaranteed Obligations or any other agreement collateral security therefor or instrument evidencingguaranty or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, securing (b) any defense, set-off or otherwise executed counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Parent, Merger Subthe Borrower or the Guarantor against the Administrative Agent or any Secured Party, or (c) any other Person in connection circumstance whatsoever (with any or without notice to or knowledge of the ObligationsBorrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in each case bankruptcy or in any other instance. The Guarantor's obligations hereunder with respect to any Guaranteed Obligations shall not be affected by the existence, validity, enforceability, substitution, perfection, or extent that of any of the foregoing does not have the effect of increasing the Maximum Amountcollateral for such Guaranteed Obligations. Without limiting the foregoing, the Guaranteed Party The Administrative Agent shall be entitled but shall not be obligated to file any claim relating to the Guaranteed Obligations in owing to it if the event that Parent or Merger Sub Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, proceeding and the failure of the Guaranteed Party Administrative Agent to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that If any payment from to the Administrative Agent made by the Borrower or the Guarantor with respect to the any Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub the Borrower may have with respect under the Credit Documents to payment of any Obligations under the Merger Agreement, Guaranteed Obligation other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.than

Nature of Guarantee. Subject to the terms hereof, the The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency Enforceability Exceptions of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject The Guarantor acknowledges and agrees that its guarantee obligations under this Guarantee and Agreement shall be construed as continuing, absolute and unconditional without regard to (a) the terms hereofvalidity, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective regularity or enforceability of any modificationOperative Documents, amendment, or waiver any of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, Guaranteed Obligations or any other agreement collateral security therefor or instrument evidencingguaranty or right of offset with respect thereto at any time or from time to time held by the Security Agent or any Creditor, securing (b) any defense, set-off or otherwise executed counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Parent, Merger Subthe Company or the Guarantor against the Security Agent or any Creditor, or (c) any other Person in connection circumstance whatsoever (with any or without notice to or knowledge of the ObligationsCompany or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in each case bankruptcy or in any other instance. The Guarantor's obligations hereunder with respect to any Guaranteed Obligations shall not be affected by the existence, validity, enforceability, substitution, perfection, or extent that of any of the foregoing does not have the effect of increasing the Maximum Amountcollateral for such Guaranteed Obligations. Without limiting the foregoing, the Guaranteed Party The Security Agent shall be entitled but shall not be obligated to file any claim relating to the Guaranteed Obligations in owing to it if the event that Parent or Merger Sub Company becomes subject to a bankruptcy, reorganization or similar proceeding, proceeding and the failure of the Guaranteed Party Security Agent to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that If any payment from to the Security Agent made by the Company or the Guarantor with respect to the any Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub the Company may have with respect under the Operative Documents to payment of any Obligations under the Merger Agreement, Guaranteed Obligation other than (i) defenses arising from the bankruptcy bankruptcy, insolvency, incapacity, liquidation or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation dissolution of the Guarantor Company, and is not merely (ii) defenses arising out of the creation matters described above in this Section 2.03 or any other circumstance or event that might otherwise constitute a legal or equitable discharge of a guarantor or a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorgenerally.

Nature of Guarantee. Subject to the terms hereof, the The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and continuing irrespective effect without regard to any invalidity with respect to the execution and delivery of the Agreement by the Company or the execution and delivery by the Company of any modificationother agreement between the Company and the Guaranteed Party. The Guarantor’s obligations hereunder shall not be affected by the existence, amendmentvalidity, enforceability, perfection or waiver extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any consent of the Obligations whether or not the Guaranteed Party shall have resorted to departure from any collateral therefor or shall have proceeded against the Merger Agreement that may be agreed to by Parent or Merger Sub, Company or any other agreement obligor principally or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection secondarily obligated with respect to any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub the Company becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the any Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such (a) set-off against any payment that has become due and payable hereunder any amount that has become due and payable by the Guarantor Guaranteed Party to the Company under this Limited Guarantee any rights, remedies the Agreement and (b) assert defenses that Parent or Merger Sub which the Company may have under or with respect to the Agreement to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent the Company or Merger Sub and other defenses expressly waived hereinthe Company’s failure to have the authority to (x) execute or deliver the Agreement or (y) perform its obligations under the Agreement. This Limited Guarantee is Any arbitral decision (whether in a primary and original obligation contested arbitration, by default or otherwise) under the Agreement shall conclusively determine the liability of the Guarantor and is not merely parties hereto with respect to the creation subject matter of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorsuch arbitral decision.

Nature of Guarantee. Subject to The Guarantor's obligations hereunder shall not be affected by the terms hereofgenuineness, validity, legality, regularity, or enforceability of the Guarantor’s liability hereunder is absoluteObligations or any instrument evidencing any Obligations, unconditionalor by the existence, irrevocable and continuing irrespective validity, enforceability, perfection, or extent of any modificationcollateral therefor or by any other events, amendmentoccurrences or circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor (except for defenses of payment or performance), or waiver including but not limited to, all suretyship defenses, exoneration, alteration of the underlying obligations or any consent to departure from action or inaction on the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person part of the Beneficiary in connection with this Guarantee. Beneficiary makes no representation or warranty with respect to any such circumstance and has no duty or responsibility whatsoever to the Guarantor with respect to the management and maintenance of the Obligations, in each case to the extent that Obligations or any of the foregoing does not have the effect of increasing the Maximum Amountcollateral therefor. Without limiting the foregoing, the Guaranteed Party Beneficiary shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub the Guaranteed Subsidiary becomes subject to a bankruptcy, reorganization reorganization, or similar proceeding, and the failure of the Guaranteed Party Beneficiary so to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that any payment from the Guarantor to by the Guaranteed Party in respect Subsidiary of principal or interest on any of the Obligations is rescinded invalidated, declared to be fraudulent or must otherwise bepreferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy or insolvency laws or otherwise, this Guarantee shall remain a continuing obligation of Guarantor (and isif such voidable or returned payment is deemed to have caused the Guarantee to lapse or be extinguished, returned to the Guarantor for any reason whatsoever, Guarantee shall be revived and reinstated) so the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee No counterclaim or right of payment and performance and not offset of collectability. The any nature which Guarantor may have against Beneficiary shall reduce Guarantor's obligations hereunder, but Guarantor reserves the right to assert as a defense any such counterclaim or right of offset in separate proceedings subsequent to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment satisfaction in full of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorits obligations hereunder.

Nature of Guarantee. Subject The Guarantor acknowledges and agrees that its guarantee obligations under this Guarantee and Agreement shall be construed as continuing, absolute and unconditional without regard to (a) the terms hereofvalidity, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective regularity or enforceability of any modificationOperative Documents, amendment, or waiver any of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, Guaranteed Obligations or any other agreement collateral security therefor or instrument evidencingguaranty or right of offset with respect thereto at any time or from time to time held by the Security Agent or any Creditor, securing (b) any defense, set-off or otherwise executed counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Parent, Merger Subthe Company or the Guarantor against the Security Agent or any Creditor, or (c) any other Person in connection circumstance whatsoever (with any or without notice to or knowledge of the ObligationsCompany or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in each case bankruptcy or in any other instance. The Guarantor's obligations hereunder with respect to any Guaranteed Obligations shall not be affected by the existence, validity, enforceability, substitution, perfection, or extent that of any of the foregoing does not have the effect of increasing the Maximum Amountcollateral for such Guaranteed Obligations. Without limiting the foregoing, the Guaranteed Party The Security Agent shall be entitled to but shall not be obligated to file any claim relating to the Guaranteed Obligations in owing to it if the event that Parent or Merger Sub Company becomes subject to a bankruptcy, reorganization or similar proceeding, proceeding and the failure of the Guaranteed Party Security Agent to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that If any payment from to the Security Agent made by the Company or the Guarantor with respect to the any Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub the Company may have with respect under the Operative Documents to payment of any Obligations under the Merger Agreement, Guaranteed Obligation other than (i) defenses arising from the bankruptcy bankruptcy, insolvency, incapacity, liquidation or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation dissolution of the Guarantor Company, and is not merely (ii) defenses arising out of the creation matters described above in this Section 2.03 or any other circumstance or event that might otherwise constitute a legal or equitable discharge of a guarantor or a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorgenerally.

Nature of Guarantee. Subject The Guarantor acknowledges and agrees that its guarantee obligations under this Guarantee and Agreement shall be construed as continuing, absolute and unconditional without regard to (a) the terms hereofvalidity, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective regularity or enforceability of any modificationLoan Documents, amendment, or waiver any of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, Guaranteed Obligations or any other agreement collateral security therefor or instrument evidencingguaranty or right of offset with respect thereto at any time or from time to time held by the Security Agent or any Creditor, securing (b) any defense, set-off or otherwise executed counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Parent, Merger Subthe Company or the Guarantor against the Security Agent or any Creditor, or (c) any other Person in connection circumstance whatsoever (with any or without notice to or knowledge of the ObligationsCompany or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in each case bankruptcy or in any other instance. The Guarantor's obligations hereunder with respect to any Guaranteed Obligations shall not be affected by the existence, validity, enforceability, substitution, perfection, or extent that of any of the foregoing does not have the effect of increasing the Maximum Amountcollateral for such Guaranteed Obligations. Without limiting the foregoing, the Guaranteed Party The Security Agent shall be entitled but shall not be obligated to file any claim relating to the Guaranteed Obligations in owing to it if the event that Parent or Merger Sub Company becomes subject to a bankruptcy, reorganization or similar proceeding, proceeding and the failure of the Guaranteed Party Security Agent to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that If any payment from to the Security Agent made by the Company or the Guarantor with respect to the any Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub the Company may have with respect under the Loan Documents to payment of any Obligations under the Merger Agreement, Guaranteed Obligation other than (i) defenses arising from the bankruptcy bankruptcy, insolvency, incapacity, liquidation or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation dissolution of the Guarantor Company, and is not merely (ii) defenses arising out of the creation matters described above in this Section 2.03 or any other circumstance or event that might otherwise constitute a legal or equitable discharge of a guarantor or a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorgenerally.

Nature of Guarantee. Subject The Sponsor's obligations hereunder shall not be affected by any circumstance relating to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, Obligations that might constitute a legal or waiver equitable discharge of or any consent defense to departure from the Merger Agreement Sponsor not available to the Issuer Trust. The Sponsor agrees that the Beneficiaries may be agreed resort to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any the Sponsor for payment of the Obligations, in each case to Obligations whether or not the extent that any of Beneficiaries shall have proceeded against the foregoing does not have the effect of increasing the Maximum AmountIssuer Trust. Without limiting the foregoing, the Guaranteed Party The Beneficiaries shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub the Issuer Trust becomes subject to a bankruptcy, reorganization or similar proceedingproceeding (other than the dissolution of the Issuer Trust in accordance with the terms thereof), and the failure of the Guaranteed Party Beneficiaries to so file shall not affect the Guarantor’s Sponsor's obligations hereunder. This Guarantee shall remain in full force and effect and shall be binding on the Sponsor, its successors and assigns until upon the dissolution of the Issuer Trust; provided, however, that this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any holder of Capital Securities or any Beneficiary must restore payment of any sums paid under the Capital Securities, under any Obligation, under the Guarantee Agreement, dated the date hereof, by the Sponsor and The Bank of New York, as guarantee trustee, or under this Agreement for any reason whatsoever. In the event that any payment from the Guarantor to the Guaranteed Party Beneficiaries in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor Sponsor shall remain liable hereunder with respect to such Obligations as if such payment payments had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor Sponsor reserves the right to assert as a defense to such (a) set-off against any payment owing hereunder any amounts owing by the Guarantor under this Limited Guarantee any rights, remedies Beneficiaries to the Issuer Trust and (b) assert defenses that Parent or Merger Sub which the Issuer Trust may have with respect to payment of any the Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub the Issuer Trust and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorhereby.

Nature of Guarantee. Subject The liability of the Guarantor hereunder shall not be affected or impaired by the failure of the Guarantor to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of receive any modification, amendmentbenefit from, or waiver as a result of, its execution, delivery and performance of or any consent to departure this Limited Guarantee, and the Guarantor hereby acknowledges that it is receiving direct and indirect benefits from the execution and delivery of the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of and the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amounttransactions contemplated thereby. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim arising out of, relating to to, in connection with or based upon the Guaranteed Obligations in the event that Parent Top Parent, Parent, BBX Intermediate or Merger Sub becomes subject to a receivership, bankruptcy, reorganization reorganization, arrangement, debtor’s relief, or similar proceedingother insolvency proceedings (collectively, an “Insolvency Proceeding”), and the Guarantor irrevocably waives the requirement for the Guaranteed Party to file any such claim, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunderhereunder and shall not stay the Guarantor’s obligations as a result of the law applying to any Insolvency Proceeding or otherwise stay or delay enforcement of the Guaranteed Party’s rights hereunder against the Guarantor. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee a guaranty of payment and performance not a guaranty of collection, and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by separate action or actions may be brought and prosecuted against the Guarantor under to enforce this Limited Guarantee any rightsup to an amount equal to the Cap, remedies and defenses that Parent regardless of whether an action is brought against Top Parent, Parent, BBX Intermediate or Merger Sub may have with respect to payment of or any Obligations under the Merger Agreementother Person, other than defenses arising from the bankruptcy or insolvency of Parent or whether Top Parent, Parent, BBX Intermediate, Merger Sub and or any other defenses expressly waived herein. This Limited Guarantee Person is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent joined in any such action or Merger Sub first before proceeding against the Guarantoractions.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, and irrevocable and continuing irrespective of any modification, amendment, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing expanding the Maximum Amountcircumstances under which the Obligations are payable. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereincollection. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the GuarantorGuarantor hereunder. In the event that any payment hereunder is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever (other than as set forth in the last sentence of Section 7 hereof), the Guarantor shall remain liable hereunder with respect to the Obligations, subject to the terms and conditions hereof (including the Cap), as if such payment had not been made. Notwithstanding anything herein to the contrary, the Guarantor shall have the right to assert, and shall have the benefit of, any defenses to the payment of the Obligations that are available to Parent under the Merger Agreement or otherwise expressly provided in Section 2(a) hereof, other than defenses arising from bankruptcy, reorganization or similar proceeding of Parent.

Nature of Guarantee. Subject to the terms hereof, the The Guarantor’s liability hereunder is absolute, full and unconditional, irrevocable and continuing irrespective of any modification, amendment, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, Acquisition Sub or any other agreement circumstance whatsoever that might otherwise constitute a legal or instrument evidencing, securing equitable discharge or otherwise executed by Parent, Merger Sub, defense of a surety or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amountguarantor. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Acquisition Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of any of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. This Limited Guarantee is an unconditional and continuing guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationshipcollection, and the Guaranteed Party shall not be required to proceed against Parent or Merger Acquisition Sub first before proceeding against the GuarantorGuarantor hereunder. The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Guarantee were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Guarantee and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Guarantor further agrees that it will not oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (x) the Guaranteed Party has an adequate remedy at law or (y) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity.

Nature of Guarantee. Subject to the terms hereof, the The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the any Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations (subject to the Maximum Amount) as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and is not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this the Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency Enforceability Exceptions of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance in accordance with Section 1 hereof and not of collectabilitycollection, and a separate proceeding or proceedings may be brought and prosecuted against any of the Guarantors to enforce this Limited Guarantee, irrespective of whether any proceeding is brought against Parent, Merger Sub or any other Guarantor or whether Parent, Merger Sub or any other Guarantor are joined in any such proceeding or proceedings; provided, however, that in the event that multiple proceedings are brought, the aggregate recovery in respect of the Obligation in all such proceedings shall not exceed with respect to any Guarantor such Guarantor’s Maximum Guarantor Percentage of such Obligation. The Subject to the other provisions of this Limited Guarantee, the Guaranteed Party hereby agrees that each Guarantor reserves the right to assert may assert, as a defense to to, or release or discharge of, such payment by the such Guarantor under this Limited Guarantee Guarantee, against an affirmative claim by the Guaranteed Party, or any of its Affiliates and Representatives, or any other Person claiming by, through or on behalf of any of them, any claim, release, rights, remedies remedies, set-offs and defenses that Parent or Merger Sub may have could assert with respect to payment the Obligation pursuant to the terms of any Obligations under the Merger Agreement, Agreement or pursuant to any applicable Law in connection therewith (other than any such rights, remedies, set-offs and defenses arising from out of, due to, or as a result of, the bankruptcy insolvency, bankruptcy, reorganization or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before similar proceeding against the Guarantoraffecting Parent).

Nature of Guarantee. Subject to the terms hereof, the The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Holdco, Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Holdco, Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this the Limited Guarantee any rights, remedies and defenses that Holdco, Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Holdco, Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject This Limited Guarantee is a primary and original obligation of each Guarantor and is a guarantee of payment and performance and not of collection. Each Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of such Guarantor, extend the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective time of payment of any modificationof the Guaranteed Obligations, amendment, or waiver of or and may also make any consent to departure from the Merger Agreement that may be agreed to by agreement with Parent or Merger Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any other modification of the terms thereof or of any agreement or instrument evidencing, securing or otherwise executed by between the Guaranteed Party and Parent, Merger Sub, Sub or such other person without in any other Person in connection with any way impairing or affecting such Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amountthis Limited Guarantee. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. In the event that any payment from the any Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (up to its Maximum Amount) as if such payment had not been mademade by such Guarantor. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Each Guarantor reserves the right to assert as a defense to such payment by the Guarantor Guarantors under this the Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s any Guarantors’ obligations hereunder. In the event that any payment from the any Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the such Guarantor for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to such Obligations (subject to such Guarantor’s Maximum Amount) as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Each Guarantor reserves the right to assert as a defense to such payment by the such Guarantor under this the Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the each Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the GuarantorGuarantors.

Nature of Guarantee. Subject to the terms hereofTotal Cap, the Guarantor’s Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any Agreement. Each Guarantor hereby irrevocably and unconditionally accepts joint and several liability under this Guarantee; it being the intention of the Obligationsparties hereto that all obligations of each Guarantor hereunder be the joint and several obligations of each Guarantor, in each case to the extent that any without preference or distinction among them. In furtherance of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party may, in its sole discretion, bring and prosecute an action against any or all of the Guarantors without bringing any action against Parent, Merger Sub or any other Guarantor or joining Parent, Merger Sub or any other Guarantor to such action. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. A separate action may be brought and prosecuted against any Guarantor to enforce this Guarantee, irrespective of whether any action is brought against a Buyer Party or whether any Buyer Party is joined in any such action or actions. In the event that of any payment from default by any Buyer Party in the Guarantor to performance of any of the Guaranteed Obligations, the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves have the right in its sole discretion to assert as a defense to such payment by the proceed first and directly against any Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect (subject to payment of any Obligations the Total Cap) without proceeding against either Buyer Party under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject to the terms hereofEach Rescap Party’s obligations hereunder are full recourse obligations, the Guarantor’s liability hereunder is continuing, absolute, unconditional, irrevocable and continuing irrespective unconditional, and shall not be affected by the existence, validity, enforceability, perfection or extent of any modificationcollateral therefor, amendmentthe validity, regularity or waiver enforceability of or the Underlying Master Agreements, the absence of any consent action to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or enforce any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with Rescap Party’s obligations under any of the ObligationsUnderlying Master Agreements, in each case any waiver or consent by any other Rescap Party with respect to any provisions of the Underlying Master Agreements, any set-off or counterclaim, or by any other circumstance relating to the extent Guaranteed Obligations that might otherwise constitute a legal or equitable discharge of or defense to the guarantee set forth in this Section 6 (excluding the defense of payment or performance, neither of which is waived). This is a guarantee of payment and performance and not a guarantee of collection, and each Rescap Party agrees that GMAC IM may resort to each Rescap Party for payment of any of the foregoing does Guaranteed Obligations owed to it whether or not GMAC IM shall have the effect resorted to any collateral therefor or shall have proceeded against any other Rescap Obligor principally or secondarily liable for any of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party Obligations, and whether or not GMAC IM has pursued any other remedy available to it. GMAC IM shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub any Rescap Party becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party GMAC IM to so file shall not affect the Guarantoreach Rescap Party’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party GMAC IM in respect of the any Guaranteed Obligations owed to it is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor each Rescap Party shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment had not been mademade and this guarantee shall be reinstated, if applicable. This Limited Guarantee is an unconditional guarantee No payment or payments made by a Rescap Party or received or collected by GMAC IM from a Rescap Party by virtue of payment and performance and not any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to in payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Obligations shall be deemed to modify or release the liability of each Rescap Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorhereunder.

Nature of Guarantee. Subject to Guarantor’s obligations hereunder are unconditional and shall not be affected by the terms hereofexistence, validity, enforceability, perfection or extent of any collateral, the Guarantor’s liability hereunder is absolutevalidity, unconditionalregularity or enforceability of the Credit Documents, irrevocable and continuing irrespective the absence of any modificationaction to enforce RFC’s obligations under any of the Credit Documents, amendment, any waiver or waiver consent by RFC with respect to any provisions of or any consent to departure from the Merger Credit Agreement that may be agreed to by Parent or Merger Sub, or any other agreement Credit Document or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to this Performance Guarantee (excluding the defense of payment or statute of limitations, neither of which is waived). Guarantor agrees that the Guaranteed Party may resort to Guarantor for performance of any of the Obligations owed to it whether or not the Guaranteed Party shall have resorted to any Collateral therefor or shall have proceeded against any obligor principally or secondarily liable for any of the Obligations, in each case including the Obligor, and whether or not the Guaranteed Party has pursued any other remedy available to the extent that any of the foregoing does not have the effect of increasing the Maximum Amountit. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub the Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the any Obligations owed to it is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoeverwhatsoever (other than by reason of any circumstance, other than bankruptcy or insolvency, that constitutes a legal or equitable defense available to the Obligor), Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been mademade and the Performance Guarantee shall be reinstated, if applicable. This Limited Guarantee is an unconditional guarantee At any time and from time to time, upon the written request of payment the Guaranteed Party, and performance and not at the sole expense of collectability. The Guarantor, Guarantor reserves will furnish such information regarding the right to assert financial well-being of Guarantor as a defense to such payment may be reasonably requested by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the GuarantorParty.

Nature of Guarantee. Subject The Guarantor's obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, Obligations that might otherwise constitute a legal or waiver equitable discharge of or any consent defense to departure from the Merger Agreement that may be agreed Guarantor not available to by Parent or Merger Sub, . The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against Parent or Merger Sub or any other agreement obligor principally or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection secondarily obligated with respect to any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the any Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectabilitycollectibility. The Guarantor reserves the right to assert as a defense (a) set-off against any payment owing to such payment the Guaranteed Party hereunder any amounts owing by the Guaranteed Party to Parent, Merger Sub or the Guarantor under this Limited Guarantee any rights, remedies and (b) assert defenses that which Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorhereby.

Nature of Guarantee. Subject to Guarantor’s obligations hereunder are unconditional and shall not be affected by the terms hereofexistence, validity, enforceability, perfection or extent of any collateral, the Guarantor’s liability hereunder is absolutevalidity, unconditionalregularity or enforceability of the Loan Documents, irrevocable and continuing irrespective the absence of any modificationaction to enforce an Obligor’s obligations under any of the Loan Documents, amendment, any waiver or waiver consent by an Obligor with respect to any provisions of or any consent to departure from the Merger Loan Agreement that may be agreed to by Parent or Merger Sub, or any other agreement Loan Document or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to this Guarantee (excluding the defense of payment or statute of limitations, neither of which is waived). This is a guarantee of payment and not a guarantee of collections, and Guarantor agrees that the Guaranteed Party may resort to Guarantor for performance of any of the Obligations owed to it whether or not the Guaranteed Party shall have resorted to any Collateral therefor or shall have proceeded against either Obligor principally or secondarily liable for any of the Obligations, in each case including the Obligors, and whether or not the Guaranteed Party has pursued any other remedy available to the extent that any of the foregoing does not have the effect of increasing the Maximum Amountit. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub an Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the any Obligations owed to it is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoeverwhatsoever (other than by reason of any circumstance, the other than bankruptcy or insolvency, that constitutes a legal or equitable defense available to an Obligor), Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been mademade and the Guarantee shall be reinstated, if applicable. This Limited Guarantee is an unconditional guarantee At any time and from time to time, upon the written request of payment the Guaranteed Party, and performance and not at the sole expense of collectability. The Guarantor, Guarantor reserves will furnish such information regarding the right to assert financial well-being of Guarantor as a defense to such payment may be reasonably requested by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the GuarantorParty.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Parent, Merger Sub or any Guarantor, as applicable, becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. This is an unconditional guarantee of payment and not of collectibility and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against any Guarantor hereunder. Subject to the terms hereof, each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the any Guaranteed Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to such Guaranteed Obligations (subject to the Maximum Amount) as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Each Guarantor reserves the right to assert as a defense to such payment by the Guarantor Guarantors under this the Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Guaranteed Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject to The obligations of Guarantor hereunder are independent of the terms hereofObligations of Tenant. A separate action may be brought or prosecuted against Guarantor whether or not an action is brought or prosecuted against Tenant, or whether or not Tenant is joined in the Guarantor’s liability hereunder action. Guarantor agrees that this Guarantee is and shall be construed as an absolute, unconditional, irrevocable continuing and continuing irrespective unlimited obligation of Guarantor without regard to and unaffected by the regularity, validity or enforceability of the Obligations and without regard to any modificationsubsequent course of conduct by Landlord, amendment, Tenant or waiver of Guarantor or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any combination of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amountthem. Without limiting the generality of the foregoing, the Guaranteed Party obligations of Guarantor hereunder shall not in no way be obligated released, diminished or otherwise affected by reason of any voluntary or involuntary proceedings by or against Tenant in bankruptcy or for an arrangement or reorganization or for any other relief under any provision of the Bankruptcy Act or any other insolvency or debtor’s relief law from time to file any claim relating time in effect. Guarantor shall have no right to cancel or withdraw from its continuing guarantee of all Obligations. Notwithstanding the foregoing, nothing in this Guarantee shall grant to the Obligations Landlord any right of action against the Guarantor unless the Landlord has given all required notices of default in respect of a specific default to the event that Parent or Merger Sub becomes subject Tenant pursuant to a bankruptcythe Lease and all applicable cure periods, reorganization or similar proceedingif any, and for the failure of the Guaranteed Party Tenant to so file cure such default(s) have expired. The Landlord shall not affect the Guarantor’s obligations hereunder. In the event that any payment from permit the Guarantor to cure the Guaranteed Party in respect of Tenant’s default within the Obligations is rescinded or must otherwise be, and is, returned cure periods provided to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations Tenant under the Merger AgreementLease, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorif any.