Common use of Nature of Obligations Clause in Contracts

Nature of Obligations. The obligations and liabilities of the Guarantor under this Guaranty are primary, continuing, absolute, unconditional, shall remain in full force and effect until all of the Guaranteed Liabilities are indefeasibly paid in full, shall not be subject to any counterclaim, recoupment, set-off, or defense based upon any claim that the Guarantor may have against the Assignor, are independent of any other guaranty in effect with respect to all or any part of the Guaranteed Liabilities, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor or any Secondary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Assignor or any Secondary Obligor or any substantial part of the property of the Assignor or any Secondary Obligor, or otherwise, all as though such payment had not been made. The obligations of the Guarantor hereunder shall not be affected, impaired, lessened, modified, waived, and/or released by the invalidity or unenforceability of any or all of the Factoring Documents. The Guarantor hereby consents that at any time and from time to time, the Factor may, without in any manner affecting, impairing, and/or releasing any or all of the obligations of the Guarantor under this Guaranty, do any one or more of the following, all without notice to or further consent of the Guarantor: (a) renew, extend, and/or change the terms for payment of any of the Guaranteed Liabilities; (b) extend and/or change terms for performance of any other obligations, or agreements under the Factoring Documents of any party to the Factoring Documents; (c) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or otherwise deal with in any manner satisfactory to the Factor (i) the provisions of any or all of the Factoring Documents, (ii) any or all of the Guaranteed Liabilities, (iii) any or all of the Secondary Obligors, and (iv) any or all property now or hereafter serving as collateral for any or all of the Guaranteed Liabilities; (d) receive additional property as collateral for any or all of the Guaranteed Liabilities; (e) fail, omit, lack diligence, or delay to enforce, assert, or exercise any right, power, privilege, or remedy conferred upon the Factor under the provisions of any of the Factoring Documents or under applicable laws; (f) take action or omit to take action under, or in respect of, any or all of the Factoring Documents; and (g) apply any payment received on account of the Guaranteed Liabilities to the Guaranteed Liabilities in whatever order and manner the Factor elects.

Nature of Obligations. The obligations Guarantor acknowledges and liabilities agrees that no change in the nature or terms of the Guarantor under this Guaranty are primaryIndebtedness or the Note (including any novation), continuingwhether by operation of law or otherwise, absoluteincluding, unconditionalwithout limitation any impairment, shall remain in full force and effect until all modification, change, release, or limitation of the Guaranteed Liabilities are indefeasibly paid in fullliability of Borrower by reason of Borrower’s bankruptcy or insolvency or any subsequent reorganization, shall not be subject to any counterclaim, recoupment, set-offmerger, or defense based upon any claim that the Guarantor may have against the Assignor, are independent consolidation of Borrower or any other guaranty change in effect with respect to its composition, nature, personnel, or location shall discharge all or any part of the Guaranteed Liabilitiesliabilities and obligations of the Guarantor pursuant to this Guaranty. It is the purpose and intent of the Guarantor and the Lender that the covenants, agreements, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor or any Secondary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Assignor or any Secondary Obligor or any substantial part of the property of the Assignor or any Secondary Obligor, or otherwise, all as though such payment had not been made. The liabilities and obligations of the Guarantor hereunder shall not be affectedare absolute, impairedunconditional, lessenedand irrevocable under any and all circumstances, modifiedincluding, waivedwithout limitation, and/or released by the invalidity or unenforceability of the Note or any or all other Loan Documents. Without limiting the generality of the Factoring Documents. The foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty are fully performed, the Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Lender, or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Lender, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor, including, without limitation, the failure of the Lender to perfect, or to continue the perfection of, any lien or security interest in any security or any delay by the Lender in perfecting any such lien or security interest, or by reason of any further dealings between the Borrower and the Lender, or any other guarantor or surety, and the Guarantor hereby consents that at expressly waives and surrenders any time defense to its liability hereunder based upon, and from time shall be deemed to timehave consented to, any of the foregoing acts, omissions, things, agreements, or waivers. Without limiting the generality of the foregoing, the Factor may, Guarantor hereby gives its consent for the Lender to do any one or more of the following without in any manner affecting, impairing, and/or limiting, modifying, or releasing any or all of the obligations of the Guarantor under this Guaranty, do any one or more of the following, all Guaranty and without notice to or further consent of the Guarantor: (a) renewexchange, extendcompromise, and/or change or surrender the terms for payment of whole or any part of the Guaranteed Liabilitiessecurity now or hereafter held for the Indebtedness; (b) exchange, extend, or renew the time or place of payment of the Indebtedness in whole or in part, to a time certain or otherwise whether or not longer than the original period, or withdraw credit or time to pay; (c) extend and/or or change the terms for of performance of any other obligations, or agreements obligations of Borrower under the Factoring Documents of any party to the Factoring Note or other Loan Documents; (cd) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or otherwise deal with in or waive any manner satisfactory to the Factor (i) of the provisions of any the Note or all of the Factoring other Loan Documents, (ii) any or all of the Guaranteed Liabilities, (iii) any or all of the Secondary Obligors, and (iv) any or all property now or hereafter serving as collateral for any or all of the Guaranteed Liabilities; (d) receive additional property as collateral for any or all of the Guaranteed Liabilities; (e) fail, omit, lack diligence, release or delay grant indulgences to enforce, assert, Borrower; (f) receive property or other security as collateral for the Indebtedness; (g) fail to exercise due diligence or omit to enforce any right, power, privilege, or remedy conferred upon the Factor privilege under the provisions of any of the Factoring Documents Note or under applicable laws; (f) take action or omit to take action under, or in respect of, any or all of the Factoring other Loan Documents; and (gh) apply any payment received by the Lender from Borrower of, or on account of of, the Guaranteed Liabilities to the Guaranteed Liabilities Indebtedness, in whatever order and any manner the Factor Lender elects.

Nature of Obligations. The obligations Guarantor acknowledges and liabilities agrees that no change in the nature or terms of the Guarantor under this Guaranty are primaryObligations or the Bridge Note Purchase Documents (including any novation), continuingwhether by operation of law or otherwise, absoluteincluding, unconditionalwithout limitation any impairment, shall remain in full force and effect until all modification, change, release, or limitation of the Guaranteed Liabilities are indefeasibly paid in fullliability of the Company or any co-guarantor by reason of the Company's or any co-guarantor's bankruptcy or insolvency or any subsequent reorganization, shall not be subject to any counterclaim, recoupment, set-offmerger, or defense based upon any claim that consolidation of the Guarantor may have against the Assignor, are independent of Company or any other guaranty change in effect with respect to its composition, nature, personnel, or location shall discharge all or any part of the Guaranteed Liabilitiesliabilities and obligations of Guarantor pursuant to this Guaranty. It is the purpose and intent of Guarantor and Purchasers that the covenants, agreements, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor or any Secondary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Assignor or any Secondary Obligor or any substantial part of the property of the Assignor or any Secondary Obligor, or otherwise, all as though such payment had not been made. The liabilities and obligations of the Guarantor hereunder shall not be affectedare absolute, impairedunconditional, lessenedand irrevocable under any and all circumstances, modifiedincluding, waivedwithout limitation, and/or released by the invalidity or unenforceability of any or all of the Factoring Bridge Note Purchase Documents. The Without limiting the generality of the foregoing, Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty are fully performed, and all of the obligations hereunder are paid, performed, satisfied, and discharged in full, Guarantor's undertakings hereunder and the Pledged Securities shall not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of Purchasers, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by Purchasers, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of Guarantor, including, without limitation, the failure of Purchasers to perfect, or to continue the perfection of, any lien or security interest in any security or any delay by Purchasers in perfecting any such lien or security interest, or by reason of any further dealings between the Company and Purchasers, or any other guarantor or surety; and Guarantor hereby consents that at expressly waives and surrenders any time defense to its liability hereunder based upon, and from time shall be deemed to timehave consented to, any of the Factor mayforegoing acts, omissions, things, agreements, or waivers. Without limiting the generality of the foregoing, Guarantor hereby gives its consent for the Purchaser to do any one or more of the following without in any manner affecting, impairing, and/or limiting, modifying, or releasing any or all of the obligations of the Guarantor under this Guaranty, do any one or more of the following, all Agreement and without notice to or further consent of the Guarantor: (a) renewexchange, extendcompromise, and/or change or surrender the terms for payment whole or any part of any of security now or hereafter held for the Guaranteed LiabilitiesObligations; (b) exchange, extend, or renew the time or place of payment of the Obligations in whole or in part, to a time certain or otherwise whether or not longer than the original period, or withdraw credit or time to pay; (c) extend and/or or change the terms for of performance of any other obligations, or agreements obligations of the Company under the Factoring Documents of any party to the Factoring Bridge Note Purchase Documents; (cd) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or otherwise deal with in or waive any manner satisfactory to the Factor (i) of the provisions of any or all of the Factoring Bridge Note Purchase Documents, (ii) any or all of the Guaranteed Liabilities, (iii) any or all of the Secondary Obligors, and (iv) any or all property now or hereafter serving as collateral for any or all of the Guaranteed Liabilities; (d) receive additional property as collateral for any or all of the Guaranteed Liabilities; (e) failrelease or grant indulgences to the Company, omit, lack diligenceany co- guarantor, or delay any party to enforce, assert, the Bridge Note Purchase Documents; (f) receive property or other security as collateral for the Obligations; (g) fail to exercise due diligence or omit to enforce any right, power, privilege, or remedy conferred upon the Factor privilege under the provisions of any of the Factoring Documents or under applicable laws; (f) take action or omit to take action under, or in respect of, any or all of the Factoring Bridge Note Purchase Documents; and (gh) apply any payment received by Purchasers from the Company of, or on account of of, the Guaranteed Liabilities to the Guaranteed Liabilities Obligations, in whatever order and any manner the Factor electsPurchasers elect.

Nature of Obligations. This Guaranty is a guarantee of payment and not --------------------- a guarantee of performance. The obligations of Guarantor to make payments to Lender under this Guaranty are direct and liabilities of the primary obligations which shall not be discharged for any reason until Lender has been paid in full. Guarantor understands and agrees that Lender may, but is not required to, proceed against Guarantor under this Guaranty are primarywithout first or ever proceeding against any other Person or party or any Collateral or any Property. Without limiting the generality of the foregoing, continuing, absolute, unconditional, the obligations of Guarantor shall remain in full force and effect until all irrespective of the Guaranteed Liabilities are indefeasibly paid in full, shall not be subject to (a) any counterclaim, recoupment, set-offdefect in, or defense based upon any claim that the Guarantor may have against the Assignorinvalidity, are independent of any other guaranty in effect with respect to all illegality or any part of the Guaranteed Liabilities, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, unenforceability of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor Loan Documents or any Secondary Obligordefense which any Borrower may have with respect thereto, (b) any claim, defense or offset which any Borrower or Guarantor may have, (c) the existence or absence of any legal action to enforce the Loan Documents or any security therefor, the issuance of any judgment therefor or the execution of any such judgment, or upon (d) the death, dissolution or as termination of any Borrower or Guarantor or any other circumstance which might otherwise constitute a result of the appointment defense available to or discharge of a receiver, intervenor guarantor or conservator of, surety of any type. No representation or trustee or similar officer for, the Assignor warranty is made by Lender (or any Secondary Obligor of its Affiliates, agents or representatives) (w) that Lender will pursue any substantial part of the property of the Assignor or Borrower on any Secondary Obligordelinquent loans at all; in its sole discretion, or otherwise, all as though such payment had not been made. The obligations of the Guarantor hereunder shall not be affected, impaired, lessened, modified, waived, and/or released by the invalidity or unenforceability of any or all of the Factoring Documents. The Guarantor hereby consents that at any time and from time Lender may look solely to time, the Factor may, without in any manner affecting, impairing, and/or releasing any or all of the obligations of the Guarantor under this Guaranty, do (x) that any one amounts will be recovered on the Obligations, (y) that amounts recovered on the Obligations or more of the followingother moneys will be actually received by Lender and held by Lender for such credit or payment or (z) that, all without notice to or further consent of the Guarantor: (a) renew, extend, and/or change the terms for payment of any of the Guaranteed Liabilities; (b) extend and/or change terms for performance of any other obligations, or agreements under the Factoring Documents of any party to the Factoring Documents; extent, if any, that such moneys are so received and held by Lender, such monies will be sufficient to reimburse or indemnify Guarantor for amounts paid under this Guaranty. EXCEPT AS SET FORTH IN THIS PARAGRAPH, GUARANTOR HEREBY IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT ANY RIGHT OF SET OFF AND ANY CLAIM (cAS DEFINED IN 11 U.S.C. SECTION 101), INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION OR INDEMNIFICATION, THAT GUARANTOR MAY NOW OR HEREAFTER MAY HAVE AGAINST LENDER, ITS AFFILIATES, STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND ANY BORROWER, OR ANY SECURITY HELD BY OR AVAILABLE TO LENDER FROM ANY BORROWER OR FOR THE OBLIGATIONS OR THE PAYMENT THEREOF BECAUSE OF ANY PAYMENTS OR TRANSFERS MADE BY GUARANTOR OR ANY PAYMENT OR TRANSFER WHICH GUARANTOR IS OBLIGATED TO MAKE, FOR ANY REASON. The provisions of this paragraph are for the benefit of Lender, its affiliates, stockholders, officers, directors, employees, agents and representatives, may be specifically and separately enforced by each such Person, and shall survive indefinitely. GUARANTOR HEREBY SPECIFICALLY AGREES THAT GUARANTOR SHALL NOT BE RELEASED FROM LIABILITY HEREUNDER BY ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY LENDER, ANY BORROWER OR ANY OF THEIR RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES, INCLUDING WITHOUT LIMITATION, A NON-JUDICIAL SALE OF COLLATERAL UNDER ANY LOAN DOCUMENT, MORTGAGE OR DEED OF TRUST THAT WOULD AFFORD A BORROWER OR A GUARANTOR A DEFENSE BASED UPON THE LAWS (INCLUDING THE ANTI-DEFICIENCY LAWS) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or otherwise deal with in any manner satisfactory to the Factor OF ANY STATE. GUARANTOR EXPRESSLY WAIVES (i) the provisions of any or all of the Factoring DocumentsANY DEFENSE TO THE RECOVERY OF A DEFICIENCY AGAINST BORROWER OR GUARANTOR HEREUNDER AFTER SUCH NON-JUDICIAL SALE, NOTWITHSTANDING THAT SUCH SALE MAY RESULT IN A LOSS BY GUARANTOR OF THE RIGHT TO RECOVER FROM THE BORROWER OF ANY SUCH DEFICIENCY, (ii) any or all of the Guaranteed LiabilitiesALL SURETYSHIP DEFENSES THAT IT WOULD OTHERWISE HAVE UNDER THE LAWS OF ANY JURISDICTION. WITHOUT LIMITING THE FOREGOING, (iii) any or all of the Secondary ObligorsGUARANTOR UNDERSTANDS THAT IN THE ABSENCE OF THE WAIVERS MADE HEREIN, INCLUDING THOSE MADE IN THIS PARAGRAPH, GUARANTOR MIGHT HAVE A DEFENSE AGAINST AN ACTION BY LENDER TO RECOVER A DEFICIENCY FROM GUARANTOR HEREUNDER FOLLOWING A NON-JUDICIAL FORECLOSURE SALE OF REAL PROPERTY OR OTHER COLLATERAL SECURING THE LOAN, AND GUARANTOR IS SPECIFICALLY WAIVING THESE DEFENSES AND ALL OTHER DEFENSES. Guarantor expressly agrees that Guarantor shall be and (iv) any or all property now or hereafter serving as collateral remain liable for any deficiency remaining after foreclosure of any Mortgage or all of the Guaranteed Liabilities; (d) receive additional property as collateral for any or all of the Guaranteed Liabilities; (e) fail, omit, lack diligence, or delay to enforce, assert, or exercise any right, power, privilege, or remedy conferred upon the Factor under the provisions of security interest securing any of the Factoring Documents Obligations, whether or under applicable laws; (f) take action or omit not the liability of any Borrower with respect to take action under, or in respect of, any or all of the Factoring Documents; and (g) apply any payment received on account of the Guaranteed Liabilities Obligations for such deficiency is discharged pursuant to the Guaranteed Liabilities in whatever order and manner the Factor electsstatute or judicial decision.

Nature of Obligations. The obligations and liabilities of the Guarantor under this Guaranty Agreement are primaryprimary obligations of Guarantor, are continuing, absolute, absolute and unconditional, shall remain in full force and effect until all of the Guaranteed Liabilities are indefeasibly paid in full, shall not be subject to any counterclaim, recoupment, set-set off, reduction or defense based upon any claim that the Guarantor may have against the Assignora Borrower, are independent of any other guaranty or guaranties at any time in effect with respect to all or any part of the Guaranteed Liabilities, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, guaranty or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor or any Secondary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Assignor or any Secondary Obligor or any substantial part of the property of the Assignor or any Secondary Obligor, or otherwise, all as though such payment had not been madeguaranties. The obligations and liabilities of the Guarantor hereunder under this Agreement shall not be affected, impaired, lessened, modified, waived, and/or impaired or released by the invalidity or unenforceability of any or all of the Factoring Transaction Documents. The Guarantor hereby consents that that, at any time and from time to time, the Factor any Lender may, without in any manner affecting, impairing, and/or impairing or releasing any or all of the obligations and liabilities of the Guarantor under this GuarantyAgreement, do any one or more of the following, all without notice to to, or further consent of the Guarantorof, Guarantor and with or without consideration: (a) renew, extend, and/or change the time or terms for payment of the principal and interest on any of the Guaranteed LiabilitiesLiabilities or any renewals or extensions, including, without limitation, either Note or any renewals or extensions; (b) extend and/or change the time or terms for performance of any other obligations, covenants or agreements under the Factoring Transaction Documents of a Borrower, or any other party to the Factoring Transaction Documents; (c) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or release or otherwise deal with in any manner satisfactory to the Factor any Lender (i) any or all of the provisions of any or all of the Factoring Transaction Documents, (ii) any or all of the Guaranteed Liabilities, (iii) any or all of the Secondary Obligorsobligations and liabilities of Guarantor under this Agreement or under any and all transaction Documents to which Guarantor is a party or any or all property or other security given at any time as collateral by Guarantor without affecting, impairing or releasing any or all of the obligations and liabilities of Guarantor under this Agreement or under any or all of the Transaction Documents to which guarantor is a party, (iv) any or all of the Obligors or any or all other parties to any or all of the Transaction Documents, and (v) any or all property or other security now or hereafter serving as collateral for any or all of the Guaranteed LiabilitiesLiabilities or other obligations under any or all of the Transaction Documents; (d) receive additional property or other security as collateral for any or all of the Guaranteed LiabilitiesLiabilities or other obligations under any or all of the Transaction Documents; (e) fail, omit, lack diligence, or delay to enforce, assert, or exercise enforce any right, power, privilege, privilege or remedy conferred upon the Factor a Lender under the provisions of any of the Factoring Transaction Documents or under applicable laws; (f) grant consents or indulgences or take action or omit to take action under, or in respect of, any or all of the Factoring Transaction Documents; , and (g) apply any payment received by a Lender of, or on account of, any of the Guaranteed Liabilities from a Borrower, or from any source other than Guarantor to the Guaranteed Liabilities in whatever order arid manner the Lenders elect, and any payment received by a Lender from Guarantor for or on account of this Agreement may be applied by such Lender to any of the Guaranteed Liabilities in whatever order and manner the Factor such Lender elects.

Nature of Obligations. The obligations of each Indemnitor hereunder are direct, immediate and primary obligations and liabilities of the Guarantor under this Guaranty are primary, continuing, absolute, (and not secondary obligations and liabilities) and these obligations shall be absolute and unconditional, shall remain in full force and effect until all irrespective of the Guaranteed Liabilities are indefeasibly paid in full(i) any illegality, shall not be subject to any counterclaim, recoupment, set-off, or defense based upon any claim that the Guarantor may have against the Assignor, are independent of any other guaranty in effect with respect to all or any part of the Guaranteed Liabilities, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor or any Secondary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Assignor or any Secondary Obligor or any substantial part of the property of the Assignor or any Secondary Obligor, or otherwise, all as though such payment had not been made. The obligations of the Guarantor hereunder shall not be affected, impaired, lessened, modified, waived, and/or released by the invalidity or unenforceability of or defect in any or all provision of the Factoring Loan Documents. The Guarantor hereby consents that at any time and from time to time, the Factor may, without in any manner affecting, impairing, and/or releasing any or all of the obligations of the Guarantor under this Guaranty, do any one or more of the following, all without notice to or further consent of the Guarantor: (a) renew, extend, and/or change the terms for payment of any obligation of the Guaranteed Liabilities; (b) extend and/or change terms for performance of Borrower or any other obligations, or agreements under the Factoring Documents of any party to the Factoring Documents; (c) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or otherwise deal with in any manner satisfactory to the Factor (i) the provisions of any or all of the Factoring DocumentsObligated Party thereunder, (ii) the absence of any action to enforce the same, any inaccuracy of any representation or all of the Guaranteed Liabilitieswarranty made by Borrower under any Loan Document or by any other Indemnitor hereunder or under any other instrument, (iii) any or all of the Secondary Obligors, and (iv) the recovery of any judgment against Borrower or any Indemnitor or any action to seek execution thereof (or the lack thereof), or (v) any other circumstance affecting any Indemnitor (including Borrower) (whether or not within the control of any Indemnitor) which might otherwise constitute a defense available to, or discharge of, a guarantor or surety of any type. This Agreement is a continuing one and all property now liabilities that apply or hereafter serving as collateral for any may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. Without limiting the foregoing, no discharge, modification, impairment or all limitation of the Guaranteed Liabilities; (d) receive additional property as collateral for Loan Documents or Borrower's or any Indemnitor's obligations thereunder or all hereunder or to its creditors generally under or in connection with any bankruptcy, insolvency or similar proceeding or arrangements with creditors or corporate reorganizations shall in anywayaffect or discharge any Indemnitor's obligations under this Agreement. Notwithstanding any provision of the Guaranteed LiabilitiesLoan Agreement to the contrary, the obligations of each Indemnitor pursuant to this Agreement are exceptions to any non-recourse or exculpation provisions of the Loan Documents; (e) faileach Indemnitor is fully and personally liable for its obligations hereunder, omitand its liability is not limited to the original or amortized principal balance of the Loan or the value of the Property. The liability of each of the Indemnitors is not conditional or contingent upon the pursuit of any remedies against Xxxxxxxx, lack diligenceany other Indemnitor or any other Person, or delay against anycollateralor liens held by Xxxxxx. Each Indemnitor waives any rights which it may have to enforcerequire that (A) Lender first proceed against Borrower, asserteither Indemnitor or any other Person with respect to the Indemnified Losses, or exercise (B) Lender first proceed against any right, power, privilege, or remedy conferred upon the Factor under the provisions of any of the Factoring Documents or under applicable laws; (f) take action or omit to take action under, or in respect of, any or all of the Factoring Documents; and (g) apply any payment received on account of the Guaranteed Liabilities to the Guaranteed Liabilities in whatever order and manner the Factor electsCollateral held by Lender.

Nature of Obligations. The obligations and liabilities of the Guarantor Guarantors under this Guaranty are primary, and such obligations are joint and several obligations of the Guarantors, are continuing, absolute, unconditional, shall remain in full force and effect until all of the Guaranteed Liabilities are indefeasibly paid in full, shall not be subject to any counterclaim, recoupment, set-off, or defense based upon any claim that the Guarantor Guarantors may have against the Assignor, are independent of any other guaranty in effect with respect to all or any part of the Guaranteed Liabilities, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor or any Secondary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Assignor or any Secondary Obligor or any substantial part of the property of the Assignor or any Secondary Obligor, or otherwise, all as though such payment had not been made. The obligations of the Guarantor Guarantors hereunder shall not be affected, impaired, lessened, modified, waived, and/or released by the invalidity or unenforceability of any or all of the Factoring Documents. The Guarantor Guarantors hereby consents jointly and severally consent that at any time and from time to time, the Factor may, without in any manner affecting, impairing, and/or releasing any or all of the obligations of the Guarantor Guarantors (or any of them) under this Guaranty, do any one or more of the following, all without notice to or further consent of the Guarantor: Guarantors (or any of them): (a) renew, extend, and/or change the terms for payment of any of the Guaranteed Liabilities; (b) extend and/or change terms for performance of any other obligations, or agreements under the Factoring Documents of any party to the Factoring Documents; (c) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or otherwise deal with in any manner satisfactory to the Factor (i) the provisions of any or all of the Factoring Documents, (ii) any or all of the Guaranteed Liabilities, (iiiiv) any or all of the Secondary Obligors, and (ivv) any or all property now or hereafter serving as collateral for any or all of the Guaranteed Liabilities; (d) receive additional property as collateral for any or all of the Guaranteed Liabilities; (e) fail, omit, lack diligence, or delay to enforce, assert, or exercise any right, power, privilege, or remedy conferred upon the Factor under the provisions of any of the Factoring Documents or under applicable laws; (f) take action or omit to take action under, or in respect of, any or all of the Factoring Documents; and (g) apply any payment received on account of, any of the Guaranteed Liabilities to the Guaranteed Liabilities in whatever order and manner the Factor elects.

Nature of Obligations. The obligations Guarantor acknowledges and liabilities agrees that no change in the nature of terms of the Guarantor under this Guaranty are primaryPurchaser's Obligations, continuingor other agreements, absoluteinstruments, unconditionalor contracts evidencing, related to, or attendant with the Purchaser's Obligations (including any novation), whether by operation of law or otherwise, shall remain in full force and effect until all of the Guaranteed Liabilities are indefeasibly paid in full, shall not be subject to any counterclaim, recoupment, set-off, or defense based upon any claim that the Guarantor may have against the Assignor, are independent of any other guaranty in effect with respect to discharge all or any part of the Guaranteed Liabilitiesliabilities and obligations of the Guarantor pursuant to this Guaranty. It is the purpose and intent of the Guarantor and the Seller that the covenants, agreements, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor or any Secondary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Assignor or any Secondary Obligor or any substantial part of the property of the Assignor or any Secondary Obligor, or otherwise, all as though such payment had not been made. The liabilities and obligations of the Guarantor hereunder shall not be affectedare absolute, impairedunconditional, lessenedand irrevocable under any and all circumstances, modifiedincluding, waivedwithout limitation, and/or released by the invalidity or unenforceability of any or all the Purchase Agreement. Without limiting the generality of the Factoring Documents. The foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty are fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Seller or his failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Seller, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor, or by reason of any further dealings between the Purchaser and the Seller, or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements, or waivers. Without limiting the generality of the foregoing the Guarantor gives its consents that at for the Seller to do any time and from time to time, one or more of the Factor may, following without in any manner affecting, impairing, and/or limiting, modifying, or releasing any or all of the obligations of the Guarantor under this Guaranty, do any one or more of the following, all Guaranty and without notice to or further consent of the Guarantor: ; (a) renewexchange, extend, and/or change or renew the terms for time or place of payment of any of the Guaranteed LiabilitiesDeferred Amount in whole or in part, to a time certain or otherwise whether or not longer than the original period; (b) extend and/or or change the terms for of performance of any other obligations, or agreements obligations of the Purchaser under the Factoring Documents of any party to the Factoring DocumentsPurchase Agreement; (c) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or otherwise deal with in or waive any manner satisfactory to the Factor (i) of the provisions of any or all of the Factoring Documents, (ii) any or all of the Guaranteed Liabilities, (iii) any or all of the Secondary Obligors, and (iv) any or all property now or hereafter serving as collateral for any or all of the Guaranteed Liabilities; Purchase Agreement: (d) receive additional property as collateral for any release or all of grant indulgences to the Guaranteed LiabilitiesPurchaser; (e) fail, omit, lack diligence, fail to exercise due diligence or delay omit to enforce, assert, or exercise enforce any right, power, privilege, or remedy conferred upon the Factor privilege under the provisions of any of the Factoring Documents or under applicable laws; (f) take action or omit to take action under, or in respect of, any or all of the Factoring Documents; and (g) apply any payment received on account of the Guaranteed Liabilities to the Guaranteed Liabilities in whatever order and manner the Factor electsPurchase Agreement.

Nature of Obligations. The obligations Each Guarantor acknowledges and liabilities agrees that no change in the nature or terms of the Guarantor under this Guaranty are primaryObligations or the Bridge Note Purchase Documents (including any novation), continuingwhether by operation of law or otherwise, absoluteincluding, unconditionalwithout limitation any impairment, shall remain in full force and effect until all modification, change, release, or limitation of the Guaranteed Liabilities are indefeasibly paid in fullliability of the Company or any co-guarantor by reason of the Company's or any co-guarantor's bankruptcy or insolvency or any subsequent reorganization, shall not be subject to any counterclaim, recoupment, set-offmerger, or defense based upon any claim that consolidation of the Guarantor may have against the Assignor, are independent of Company or any other guaranty change in effect with respect to its composition, nature, personnel, or location shall discharge all or any part of the Guaranteed Liabilitiesliabilities and obligations of each Guarantor pursuant to this Guaranty. It is the purpose and intent of each Guarantor and Purchasers that the covenants, agreements, and may be enforced regardless of the existence of such other guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be restored or returned by the Factor upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Assignor or any Secondary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Assignor or any Secondary Obligor or any substantial part of the property of the Assignor or any Secondary Obligor, or otherwise, all as though such payment had not been made. The liabilities and obligations of the each Guarantor hereunder shall not be affectedare absolute, impairedunconditional, lessenedand irrevocable under any and all circumstances, modifiedincluding, waivedwithout limitation, and/or released by the invalidity or unenforceability of any or all of the Factoring Bridge Note Purchase Documents. The Without limiting the generality of the foregoing, Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty are fully performed, and all of the obligations hereunder are paid, performed, satisfied, and discharged in full, Guarantor's undertakings hereunder and the Pledged Securities shall not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of Purchasers, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by Purchasers, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, each Guarantor, including, without limitation, the failure of Purchasers to perfect, or to continue the perfection of, any lien or security interest in any security or any delay by Purchasers in perfecting any such lien or security interest, or by reason of any further dealings between the Company and Purchasers, or any other guarantor or surety; and each Guarantor hereby consents that at expressly waives and surrenders any time defense to its liability hereunder based upon, and from time shall be deemed to timehave consented to, any of the Factor mayforegoing acts, omissions, things, agreements, or waivers. Without limiting the generality of the foregoing, each Guarantor hereby gives its consent for the Purchaser to do any one or more of the following without in any manner affecting, impairing, and/or limiting, modifying, or releasing any or all of the obligations of the each Guarantor under this Guaranty, do any one or more of the following, all Agreement and without notice to or further consent of the each Guarantor: (a) renewexchange, extendcompromise, and/or change or surrender the terms for payment whole or any part of any of security now or hereafter held for the Guaranteed LiabilitiesObligations; (b) exchange, extend, or renew the time or place of payment of the Obligations in whole or in part, to a time certain or otherwise whether or not longer than the original period, or withdraw credit or time to pay; (c) extend and/or or change the terms for of performance of any other obligations, or agreements obligations of the Company under the Factoring Documents of any party to the Factoring Bridge Note Purchase Documents; (cd) modify, amend, compromise, settle, substitute, exchange, sell, assign, collect, release, terminate, waive, and/or otherwise deal with in or waive any manner satisfactory to the Factor (i) of the provisions of any or all of the Factoring Bridge Note Purchase Documents, (ii) any or all of the Guaranteed Liabilities, (iii) any or all of the Secondary Obligors, and (iv) any or all property now or hereafter serving as collateral for any or all of the Guaranteed Liabilities; (d) receive additional property as collateral for any or all of the Guaranteed Liabilities; (e) failrelease or grant indulgences to the Company, omit, lack diligenceany co-guarantor, or delay any party to enforce, assert, the Bridge Note Purchase Documents; (f) receive property or other security as collateral for the Obligations; (g) fail to exercise due diligence or omit to enforce any right, power, privilege, or remedy conferred upon the Factor privilege under the provisions of any of the Factoring Documents or under applicable laws; (f) take action or omit to take action under, or in respect of, any or all of the Factoring Bridge Note Purchase Documents; and (gh) apply any payment received by Purchasers from the Company of, or on account of of, the Guaranteed Liabilities to the Guaranteed Liabilities Obligations, in whatever order and any manner the Factor electsPurchasers elect.