Common use of Unconditional Guaranty Clause in Contracts

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties Bank the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured PartyBank, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agentthe Bank. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties Bank the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party the Bank in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties Bank against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Guarantied Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesBank.

Unconditional Guaranty. Each (a) In consideration of the execution and delivery of this Agreement and the purchase of the Convertible Notes by the Purchasers, the Merger Sub and, effective as of the consummation of the Merger, each other Guarantor hereby irrevocably, absolutely, unconditionally and jointly and severally guaranteeswith the other Guarantors guarantees to the Purchasers and each other Secured Party, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment in full of (i) the principal of and interest on (including, without limitation, interest accruing after the premiumfiling of any petition in bankruptcy, if anyor the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to under, the Loan Documents, Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional or mandatory prepayment or by declarationacceleration or otherwise including any Make-Whole Amounts and other fees, redemption or otherwiseamounts, and premiums) in accordance with and (ii) any other sums which may become due under the terms and provisions of this Agreement, the Convertible Notes, or any other Note Document or other instrument referred to herein or therein (including amounts that would become due but for the operation of the Loan Documentsautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (all such obligations described in clauses (i) and (ii) above are herein called the “Guaranteed Obligations”). The Guarantors’ guaranty under this Section in the preceding sentence is an absolute, present and continuing guarantee guaranty of payment and not of collectability, collectability and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Issuer or any other guarantor of the Guaranteed Obligations Note Documents (or including, without limitation, any portion thereofother Guarantor) or upon any other action, occurrence or circumstances circumstance whatsoever. In the event that the Borrower or any Guarantor Issuer shall fail so to pay any of such principalGuaranteed Obligations, premium, interest or other amount each Guarantor agrees to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwithwhen due to the Holders entitled thereto, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)kind, in lawful money of the United StatesStates of America, at pursuant to the place requirements for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative AgentConvertible Notes and this Agreement. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Convertible Notes issued in connection with this Agreement may (but need not) make reference to the guaranty provided in this Section 7. (b) Each Guarantor agrees to pay and to indemnify and save each Holder harmless from and against any damage, loss, cost or expense (including reasonable documented attorneys’ fees) which such Holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by such Guarantor, by any other Guarantor or by the Issuer of any warranty, covenant, term or condition in, or the obligations occurrence of any default under, the Convertible Notes, this Agreement, or any other Note Document or instrument referred to herein or therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (ii) any legal action commenced to challenge the validity or enforceability of the Convertible Notes, this Agreement or any other Note Document or instrument referred to herein or therein and (iii) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Section 7. (c) Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors hereunderand any other person(s) who may guarantee the Obligations under and in respect of the Convertible Notes, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders this Agreement and the other Secured PartiesNote Documents, and that payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Master Servicer or the Indemnification Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Master Servicer or the Indemnification Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Master Servicer or the Indemnification Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Master Servicer, the Indemnification Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Master Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Master Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Master Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Master Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Master Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocablyThe obligations of each SPV Entity under its SPV Entity Guaranty are absolute and unconditional, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment irrespective of the principal of and the premiumvalue, if anygenuineness, and interest on the Guaranteed Obligations and any and all other amounts due under validity, regularity or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms enforceability of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerrelated Guaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each SPV Entity agrees that its SPV Entity Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets and Pledged Collateral, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and each SPV Entity hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, any Servicer or any other Person or to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to require the Administrative Agent, Agent or the Lenders and Purchasers to pursue any other remedy or enforce any other right. Each SPV Entity further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the other Secured Parties Administrative Agent or the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of any SPV Entity Guaranty. Each SPV Entity further agrees that nothing contained herein shall prevent the rights Administrative Agent or the Purchasers from suing on any of such Administrative Agent, Lenders and the other Secured Parties against Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Borrower and Sold Assets, the Pledged Collateral or any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such SPV Entity’s obligations under its SPV Entity Guaranty; it being the purpose and intent of each SPV Entity that its obligations under its SPV Entity Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither any SPV Entity Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator or any Servicer or by reason of the bankruptcy, insolvency, liquidation, receivership, dissolution or winding-up of any Obligor, any Originator, any SPV Entity or any Servicer. Each SPV Entity hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of its Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on its SPV Entity Guaranty or acceptance of its SPV Entity Guaranty. All dealings between any Obligor, any Originator, any Servicer or any SPV Entity, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon its SPV Entity Guaranty. Each SPV Entity hereby represents and warrants that it is, and immediately after giving effect to its SPV Entity Guaranty and the obligation evidenced hereby, will be, solvent. Each SPV Entity Guaranty and the obligations of the Guarantors hereunder, including, without respective SPV Entity thereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all related Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets, the Pledged Collateral or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Termination Event) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Pledged Collateral, (F) any defenses, set-offs or counterclaims which any SPV Entity, any Originator, any Servicer or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of any SPV Entity as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders Issuing Banks and the other Secured Parties Banks (including, without limitation, the Swing Line Lender) the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, an Issuing Bank or a Lender or any other Secured PartyBank, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders Issuing Banks and the other Secured Parties Banks the costs and expenses incurred by such Administrative Agent, Lender an Issuing Bank or other Secured Party Bank in connection with enforcing the rights of such Administrative Agent, Lenders Issuing Banks and the other Secured Parties Banks against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Guarantied Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, Issuing Banks and such Lenders and the other Secured PartiesBanks.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of and Seller under the premiumSeller Guaranty are absolute, if anyirrevocable, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documentsunconditional, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Official Body shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Purchaser Party, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Supporting Assets, (F) any defenses, set-offs or counterclaims which any Purchaser Party or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of and Seller under the premiumSeller Guaranty are absolute, if anyirrevocable, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documentsunconditional, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Official Body shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Purchaser Party, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Supporting Assets, (F) any defenses, set-offs or counterclaims which any Purchaser Party or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of and Seller under the premiumSeller Guaranty are absolute, if anyirrevocable, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documentsunconditional, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Official Body shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Purchaser Party, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Supporting Assets, (F) any defenses, set-offs or counterclaims which any Purchaser Party or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably(a) Until the applicable Release Date, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, no action which Noteholder may take or omit to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) take in accordance connection with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranty, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower indebtedness owing by Company or any Guarantor shall fail so to pay Noteholder), or any such principalcollateral security granted to Noteholder in connection with any of the foregoing, premium, interest or other amount to the Administrative Agent, a Lender and no course of dealing of Noteholder with any Obligor or any other Secured PartyPerson, shall release or diminish the Guarantors will pay Guarantors’ (or any of their respective) obligations, liabilities, agreements or duties hereunder, discharge, impair or otherwise affect the same forthwithobligations of Company and any Guarantor hereunder and under the other Loan Documents. Without limiting the foregoing, each Guarantor hereby expressly agrees that Noteholder may, from time to time, without demandnotice to or the consent of such Guarantor (in each case, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by lawexcept as expressly provided herein), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and do any or all of the Guarantors following: (i) amend, change or modify, in whole or in part, any other Loan Document and give or refuse to give any waivers or other indulgences with respect thereto; (ii) neglect, delay, fail or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or any Loan Document; (iii) accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether in a bankruptcy proceeding for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise); (iv) compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any Loan Document; (v) discharge, release, substitute or add Obligors; or (vi) in connection with the enforcement of Noteholder’s rights and remedies with respect to any Collateral, apply all monies received from any Obligor or others for any of the Guaranteed Obligations, as Noteholder may determine to be in its best interest, without in any way being required to marshal assets or to apply all or any part of such monies upon any particular Guaranteed Obligation. (b) Except for termination of any Guarantor’s obligations hereunder in accordance with the terms hereof, payment in full of the Guaranteed Obligations and/or as otherwise provided under applicable Law, no action or inaction of any Obligor or any other Person or any dispute and/or litigation among any Obligors, and no change of law or circumstances, shall release or diminish the Guarantors’ (or any of their respective) obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of each Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of such Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any default Obligor or any other proceeding involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors (or similar law), or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in payment bankruptcy of any Obligor in the course of or resulting from any such proceeding. (ii) The failure by Noteholder to file or enforce a claim in any proceeding described in the immediately preceding Section 2.2(b)(i) or to take any other action in any proceeding. (iii) The release by operation of law of any Obligor from any of the Guaranteed Obligations or the any other obligations to Noteholder. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Guarantors Guaranteed Obligations, this Guaranty or any other Loan Document, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Guaranteed Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or Noteholder. (vi) The fact that Guarantor may have incurred directly part of the Guaranteed Obligations or is otherwise primarily liable therefor. (vii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than defense of payment of the Guaranteed Obligations. (c) Noteholder may invoke the benefits of this Guaranty before pursuing any remedies against any other Obligor or any other Person now or hereafter existing for the payment or performance of any of the Guaranteed Obligations. Noteholder may maintain an action against Guarantor with respect to this Article 2 without joining any other Obligor or any other Person therein and without bringing a separate action against any other Obligor or any other Person. (d) If for any reason Noteholder is required to refund any payment of any portion of the Guaranteed Obligations to the payor thereof or to pay the amount thereof to any other Person, such payment to Noteholder shall not constitute a release of any Guarantor from any liability hereunder, includingand each Guarantor agrees and acknowledges that this Article 2 shall continue to be effective or shall be reinstated, without limitationas the case may be, the fees and expenses of counsel to the Administrative Agentextent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 2.3 prior to any such required payment or payments by Noteholder shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, such Lenders and the other Secured Partiesall rights so transferred shall thereupon revert to and be vested in Noteholder. (e) Subject to Section 3.11, this is a continuing guaranty and shall apply to and cover all Guaranteed Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. Each Guarantor (for purposes of this Article VII, “Guarantor” shall also include the Company with respect to the Secured Obligations to the extent that the Company is not the primary obligor with respect thereto) hereby irrevocablyabsolutely, unconditionally and jointly and severally irrevocably guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, for the Lenders benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of the Company and each Guarantor now or hereafter existing under or in respect of this Agreement, each other Loan Document and each Other Secured Agreement (including, without limitation, any extensions, modifications, substitutions, amendments, renewals of or future increases in any or all of the foregoing obligations, whether or not contemplated or provided for by the Loan Documents and the Other Secured Agreements) and any other Secured Parties Obligations, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the due “Guaranteed Obligations”), and punctual payment agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, the Collateral Agent or any Secured Party in enforcing any rights under this Agreement. Without limiting the generality of the principal foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of and the premium, if any, and interest on the Guaranteed Obligations and would be owed by the Company or any and all other amounts due under or pursuant to the Loan DocumentsGuarantor, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declarationcase may be, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders Collateral Agent or any Secured Party under or in respect of this Agreement and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders Loan Documents and the other Other Secured Parties against Agreements but for the Borrower and any fact that they are unenforceable or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel not allowable due to the Administrative Agentexistence of a bankruptcy, such Lenders reorganization or similar proceeding involving the Company or any Guarantor, as the case may be. Each Guarantor agrees that this is a guarantee of payment and the other Secured Partiesnot merely a guarantee of collection.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Multicurrency Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, the Multicurrency Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, applicable Currency and at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Multicurrency Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Multicurrency Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Multicurrency Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, including the fees and expenses of counsel to the Administrative Agent, the Multicurrency Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, Agent and the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, Agent or a Lender or any other Secured PartyLender, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Agent and Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Agent or Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Agent and Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, Agent and such Lenders and the other Secured PartiesLenders.

Unconditional Guaranty. Each Guarantor (for purposes of this Article VII, “Guarantor” shall also include the Company with respect to the Secured Obligations to the extent that the Company is not the primary obligor with respect thereto) hereby irrevocablyabsolutely, unconditionally and jointly and severally irrevocably guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, for the benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the other Secured Parties the due and punctual payment of the principal of and the premiumwhen due, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated scheduled maturity or by optional or mandatory on any date of a required prepayment or by declarationacceleration, redemption demand or otherwise) in accordance with the terms , of all obligations of the Company and each Guarantor now or hereafter existing under or in respect of this Agreement and each other Loan Documents. The Guarantors’ guaranty under this Section is an absoluteDocument (including, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerwithout limitation, any extensions, modifications, substitutions, amendments, renewals of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), future increases in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors foregoing obligations, whether or not contemplated or provided for by the Loan Documents) and any other Secured Obligations, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (whether in a bankruptcy proceeding or otherwise) following such obligations being the “Guaranteed Obligations”), and agrees to pay any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, and all expenses (including, without limitation, the fees and expenses of counsel counsel) incurred by any Agent or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Administrative AgentGuaranteed Obligations and would be owed by the Company or any Guarantor, such Lenders as the case may be, to any Agent or any Lender under or in respect of this Agreement and the other Secured PartiesLoan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any Guarantor, as the case may be.

Unconditional Guaranty. Each (a) Guarantor fully, irrevocably and unconditionally guarantees performance (including the payment of money) of the Obligations. Guarantor is hereby irrevocablymade fully responsible for the acts and omissions of the Buyer that constitute a breach of the Agreement. This Guaranty shall be a full, unconditionally unconditional, irrevocable, absolute and jointly continuing guaranty of performance (including the payment of money) and severally guaranteesnot a guaranty of collection, each and Guarantor shall remain liable on its obligations hereunder until the payment and performance in full of the Obligations. (b) Except as provided in Section l(f) below, Guarantor's guaranty and responsibility shall not be discharged, released, diminished, or impaired in whole or in part by any setoff, counterclaim, defense, act or occurrence which Guarantor may have against Seller or Elecsys as a primary obligor result or arising out of the Agreement or any other transaction. (c) The Obligations of Guarantor hereunder shall not be released, discharged, diminished or impaired by (i) the renewal, extension, modification or alteration by Seller, Elecsys and not merely as a suretyBuyer, with or without the knowledge or consent of Guarantor, of the Agreement or of any liability or obligation of Buyer thereunder or of any document or instrument under which the Obligations arise, (ii) any forbearance or compromise granted to Buyer by Seller or Elecsys when dealing with Buyer except to the Administrative Agentextent of such forbearance or compromise, (iii) any change in corporate structure or ownership of Buyer or the Lenders and bankruptcy, insolvency, liquidation, receivership, dissolution, winding-up or termination of Buyer or the other Secured Parties fact that at any time Buyer does not exist, (iv) the due and punctual payment inaccuracy of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors representations and warranties of Buyer under the Agreement, (v) any neglect, delay, omission, failure or refusal of Seller or Elecsys to take or prosecute any action in connection with the Agreement, (vi) the full or partial release of Buyer from any liability or obligation, except that Guarantor shall be released pro tanto to the extent Seller or Elecsys expressly releases Buyer from liability with respect to the Obligations, or (vii) any other guarantor circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to Buyer with respect to the Obligations. (d) Guarantor waives notice of (i) acceptance of this Guaranty, (ii) the creation, renewal, extension, modification, alteration or existence of any liability or obligation of Buyer constituting part of the Guaranteed Obligations, and (iii) any breach of or default in the liabilities or obligations of Buyer. (e) If Buyer fails to perform the Obligations, in whole or in part, when such Obligations are due, Guarantor shall promptly perform such Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice including payment of any kind (all of which are waived by the Guarantors amount due to the fullest extent permitted by law), Seller or Elecsys upon demand in lawful money of the United States). Seller and Elecsys may enforce Guarantor's obligations under this Guaranty without first suing Buyer or joining Buyer in any suit against Guarantor, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writingenforcing any rights and remedies against Buyer, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay or otherwise pursuing or asserting any claims or rights against Buyer or any other person or entity or any of its or their property which may also be liable with respect to the Administrative Agentmatters for which Guarantor is liable under this Section 1. (f) Guarantor reserves the right to assert defenses which Buyer may have to payment or performance of any Obligation, other than defenses that Buyer may possess relating to (i) lack of validity or enforceability of the Lenders and Agreement against Buyer arising from Buyer's defective incorporation or lack of qualification to do business in any applicable jurisdiction, (ii) Buyer's lack of corporate authority to enter into or perform the other Secured Parties Agreement, or (iii) the costs and expenses incurred by such Administrative Agenttermination of existence, Lender dissolution, liquidation, insolvency, bankruptcy, receivership, or other Secured Party in connection with enforcing the rights reorganization of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesBuyer.

Unconditional Guaranty. Each (a) Guarantor hereby irrevocably, unconditionally fully and jointly irrevocably guarantees the payment and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment performance of the principal Obligations when due. Guarantor is hereby made fully responsible for the acts and omissions of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms Purchaser that constitute a breach of the Loan Agreement or the Ancillary Documents. The Guarantors’ guaranty under Except as otherwise expressly stated herein, this Section is an absoluteGuaranty shall be a full, present unconditional, irrevocable, absolute and continuing guarantee of payment and performance and not a guarantee of collectabilitycollection, and is Guarantor shall remain liable on the Obligations hereunder until the payment in no way conditional full of the Obligations. (b) Except as provided in Section 1(f) below, Guarantor’s guarantee and responsibility shall not be discharged, released, diminished, or contingent upon impaired in whole or in part by any attempt setoff, counterclaim, defense, act or occurrence which Guarantor may have against Purchaser as a result of or arising out of the Agreement or the Ancillary Documents or any other transaction. (c) The Obligations of Guarantor hereunder shall not be released, discharged, diminished or impaired by (i) the renewal, extension, modification or alteration by Purchaser and Seller, with or without the knowledge or consent of Guarantor, of the Agreement or the Ancillary Documents or of any liability or obligation of Purchaser thereunder or of any document or instrument under which the Obligations arise, (ii) any forbearance or compromise granted to collect from Purchaser by Seller when dealing with Purchaser except to the Borrowerextent of such forbearance or compromise, (iii) any change in corporate structure or ownership of Purchaser or the bankruptcy, insolvency, liquidation, receivership, dissolution, winding-up or termination of Purchaser or the fact that at any time Purchaser does not exist, (iv) the inaccuracy of any of the Guarantors representations and warranties of Purchaser under the Agreement or any other guarantor of the Guaranteed Obligations Ancillary Documents, (v) any neglect, delay, omission, failure or refusal of Purchaser to take or prosecute any portion thereofaction in connection with the Agreement or the Ancillary Documents, (vi) the full or upon partial release of Purchaser on any liability or obligation, except that Guarantor shall be released pro tanto to the extent Seller expressly releases Purchaser from liability with respect to the Obligations, or (vii) any other actioncircumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to Purchaser who is liable for such Obligations. (d) Guarantor waives notice of (i) acceptance of this Guaranty, occurrence (ii) the creation, renewal, extension, modification, alteration or circumstances whatsoever. In existence of any liability or obligation of Purchaser constituting part of the event that Obligations, and (iii) any breach of or default in the Borrower performance of the Obligations. (e) If Seller fails to perform Obligations requiring payment, in whole or any in part, when such Obligations are due, Guarantor shall fail so to promptly pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), Obligations in lawful money of the United States, at the place . Guarantor shall pay such amount within 5 business days of receipt of demand for payment specified from Seller. Purchaser may enforce Guarantor’s obligations under this Guaranty without first suing Purchaser or joining Purchaser in any suit against Guarantor, or enforcing any rights and remedies against Purchaser or otherwise pursuing or asserting any claims or rights against Purchaser or any other person or entity or any of its or their property which may also be liable with respect to the Loan matters for which Guarantor is liable under this Section 1. (f) Guarantor reserves the right to assert defenses and set offs which Purchaser may have to payment or performance of any Obligation, other than defenses that Purchaser may possess relating to (i) lack of validity or enforceability of the Agreement or the Ancillary Documents against Purchaser arising from Purchaser’s defective incorporation or lack of qualification to do business in any applicable jurisdiction, (ii) Purchaser’s lack of corporate authority to enter into or perform the Agreement or the Ancillary Documents or specified by such Administrative Agent in writingthe due execution and delivery thereof, to such Administrative Agent. The Guarantors further agreeor (iii) the termination of existence, promptly after demanddissolution, to pay to the Administrative Agentliquidation, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agentinsolvency, Lender bankruptcy, receivership, or other Secured Party in connection with enforcing the rights reorganization of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesPurchaser.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal In consideration of and to induce the premiumSeller to consummate the transactions contemplated by that certain Agreement to Purchase Assets and Assume Liabilities, if anydated June 7, and interest on the Guaranteed Obligations and any and all other amounts due under 2013 (as amended, modified or pursuant supplemented from time to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) time in accordance with the terms thereof, the “Purchase Agreement”; capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement), by and between the Seller and Green Dot Bank, a bank chartered under the laws of Utah (the “Purchaser”) and a wholly-owned subsidiary of the Loan DocumentsGuarantor, the Guarantor unconditionally, absolutely and irrevocably hereby guarantees to the Seller and its successors and assigns the obligations to indemnify, pay and reimburse the Seller for Losses pursuant to Article VI of the Purchase Agreement (collectively, the “Obligations”), in accordance with the terms hereof. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so further agrees to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind and all expenses (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the all reasonable fees and expenses disbursements of counsel counsel) which may be paid or incurred by the Seller in enforcing this Guaranty or any Obligations. This Guaranty is a present, irrevocable and continuing guaranty of payment and is not limited to a guaranty of collectability. The Guarantor agrees that the Seller may resort to the Administrative AgentGuarantor for payment or performance of any of the Obligations, such Lenders when due, whether or not the Purchaser has proceeded against any other obligor principally or secondarily liable for any Obligations, including the Purchaser. The Seller shall not be obligated to file any claim relating to the Obligations against the Purchaser, including any claim in the event that the Purchaser becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the other Secured Partiesfailure of the Seller to file any such claim in such instance shall not affect the Guarantor's obligations hereunder.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of and Seller under the premiumSeller Guaranty are absolute, if anyirrevocable, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documentsunconditional, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Purchaser Party, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Supporting Assets, (F) any defenses, set-offs or counterclaims which any Purchaser Party or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guaranteesirrevocably guaranties, each as a primary obligor and not merely as a surety, to without offset or deduction, (a) the Administrative Agent, the Lenders and the other Secured Parties the due full and punctual payment when due of all obligations and amounts payable by Borrower to Kreos, however arising, including those arising under the Loan Agreement and any security agreement, pledge agreement or other agreement entered into or delivered in connection with the Loan Agreement (together with the Loan Agreement, the “Loan Documents”), including all fees and expenses payable by Borrower thereunder and all expenses incurred by Kreos in enforcing any rights under the Loan Documents or this Agreement and (b) the full performance and observance of all of the covenants, conditions and agreements provided in the Loan Documents to be performed or observed by Borrower. In the case of a failure of Borrower punctually to make any payment of principal of, or interest, make-whole or premium in respect of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due Loan or under or pursuant to the Loan Documents, Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable (payable, whether at stated maturity or maturity, on a prepayment date, by optional or mandatory prepayment or by declarationdeclaration of acceleration, redemption or otherwise, as if such payment were made by Borrower, it being the intention of Guarantor that the guaranty set forth herein (the “Guaranty”) in accordance with the terms of the Loan Documents. The Guarantors’ shall be a guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollection. The obligations and agreements of Guarantor hereunder shall be performed and observed without requiring any notice of non-payment, and is in no way conditional non-performance or contingent upon any attempt to collect from the Borrowernon-observance, any of the Guarantors or any other guarantor of the Guaranteed Obligations (proof thereof or any portion thereof) or upon any other actiondemand therefor, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money Guarantor hereby expressly waives. All of the United Statesindebtedness, at obligations and liabilities described in this Section 1 are hereinafter collectively referred to as the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing“Obligations.” This Agreement together with any security agreement, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender pledge agreement or other Secured Party in connection with enforcing agreement securing this Agreement are hereinafter collectively referred to as the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties“Guaranty Documents.”

Unconditional Guaranty. (a) Each U.S. Guarantor hereby irrevocablyabsolutely, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to irrevocably guarantees the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of when due (but not the principal of and the premiumcollection), if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated scheduled maturity or by optional or mandatory on any date of a required prepayment or by declarationacceleration, redemption demand or otherwise) , of all Obligations of each other Borrower now or hereafter existing under or in accordance with the terms respect of the this Agreement and each other Loan Documents. The Guarantors’ guaranty under this Section is an absoluteDocument (including, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerwithout limitation, any extensions, modifications, substitutions, amendments or renewals of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (whether in a bankruptcy proceeding or otherwise) following such obligations being the “Total Guaranteed Obligations”), and agrees to pay any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, and all expenses (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel counsel) incurred by the Administrative Agent, any L/C Issuer or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Total Guaranteed Obligations and would be owed by a Borrower to the Administrative Agent, any L/C Issuer or any Lender under or in respect of this Agreement and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Lenders Borrower. (b) Each Non-U.S. Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due (but not the collection), whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Secured PartiesNon-U.S. Borrower now or hereafter existing under or in respect of this Agreement and each other Loan Document (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Non-U.S. Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel) incurred by the Administrative Agent, any L/C Issuer or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each Non-U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Non-U.S. Guaranteed Obligations and would be owed by a Non-U.S. Borrower to the Administrative Agent, any L/C Issuer or any Lender under or in respect of this Agreement and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. (c) In no event shall any Non-U.S. Guarantor guarantee the obligations of a U.S. Person. In this Article X, “Guaranteed Obligations” means (i) in respect of the U.S. Guarantors, the Total Guaranteed Obligations and (ii) in respect of the Non-U.S. Guarantors, the Non-U.S. Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money and irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the rights Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of such Administrative Agent, Lenders and the other Secured Parties against Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Borrower and Sold Assets, the Seller Collateral or any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of other collateral securing the Guaranteed Obligations or the obligations Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the exercise of any of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders aforesaid rights and the other Secured Parties.completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor,

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money and irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets, the Seller Collateral or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Termination Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders Issuing Bank and the other Secured Parties Banks the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the either Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the either Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, the Issuing Bank or a Lender or any other Secured PartyBank, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders Issuing Bank and the other Secured Parties Banks the costs and expenses incurred by such Administrative Agent, Lender the Issuing Bank or other Secured Party Bank in connection with enforcing the rights of such Administrative Agent, Lenders the Issuing Bank and Banks against either or both of the other Secured Parties against the Borrower Borrowers and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, the Issuing Bank and such Lenders and the other Secured PartiesBanks.

Unconditional Guaranty. Each Guarantor The Company hereby irrevocablyabsolutely, unconditionally and jointly and severally guaranteesirrevocably guarantees (this “Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each as a primary obligor and not merely as a surety, to the Administrative Agentother Borrower now or hereafter existing under or in respect of this Agreement, the Lenders Notes and the other Secured Parties the due and punctual payment of the principal of and the premiumLoan Documents (including, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerwithout limitation, any extensions, modifications, substitutions, amendments or renewals of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (whether in a bankruptcy proceeding or otherwise) following such obligations, including, without duplication, any default in payment of Erroneous Payment Subrogation Rights, being the “Guaranteed Obligations”), and agrees to pay any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, and all expenses (including, without limitation, the reasonable and documented fees and expenses of counsel counsel) incurred by the Administrative Agent or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, the Company’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Borrower to the Administrative AgentAgent or any Lender under or in respect of this Agreement, the Notes or any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Lenders other Borrower. The guaranty set forth in this Article IX is a guaranty of payment and the other Secured Partiesnot merely a guaranty of collection.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and Conformed Credit Agreement - Page 135 ‌ 140760.01015/126600145v.2 ‌ ​ payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (b) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Termination Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (c) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (e) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (f) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Harsco Party, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which any Harsco Party or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. (i) In order to induce the Lenders to make Loans to and otherwise extend credit to the Borrowers under this Agreement, but subject to Section 8.16(b) in the case of MJC, each Guarantor hereby unconditionally guarantees the payment in full of all Guaranteed Obligations. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on further agrees that the Guaranteed Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Guaranteed Obligations. (ii) Each Guarantor waives promptness, diligence, presentment to, demand of payment from and all other amounts due under or pursuant protest to the Credit Parties of any Guaranteed Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall be absolute and unconditional and not be affected by (a) the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Credit Party under the provisions of this Agreement or any other Loan DocumentsDocuments or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any other Loan Documents or any other agreement; (c) the failure of any Lender to exercise any right or remedy against any Credit Party; (d) the invalidity or unenforceability of any Loan Document; (e) any change in the corporate existence or structure of any Credit Party; (f) any claims or rights of set off that may be claimed by any Credit Party; (g) any law, regulation, decree or order of any jurisdiction or any event affecting any term of any Guaranteed Obligations; or (h) any other circumstance which might otherwise constitute a defense available to or discharge of a borrower or a guarantor (other than payment). (iii) Each Guarantor further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Credit Party or any other Person. (iv) The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Guarantors (or either of them) or otherwise operate as a discharge of the Guarantors (or either of them) as a matter of law or equity. (v) Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligations is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Credit Party or otherwise. (vi) In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Guarantors (or either of them) by virtue hereof, upon the failure of any Credit Party to pay any applicable Guaranteed Obligations when and as the same shall become due and payable (due, whether at stated maturity or maturity, by optional or mandatory acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by declarationthe Administrative Agent, redemption forthwith pay, or otherwisecause to be paid, in cash the amount of such unpaid Guaranteed Obligations. In the event that, by reason of the bankruptcy of any Credit Party, (i) acceleration of Loans made to such Credit Party is prevented and (ii) the Guarantors shall not have prepaid the outstanding Loans and other amounts due hereunder owed by such Credit Party (and cash collateralization of obligations in accordance respect of undrawn Letters of Credit), the Guarantors will forthwith purchase such Loans and other amounts at a price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. Each Guarantor further agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Guaranteed Obligations in such currency or such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the terms protection of its rights or interests, then, at the election of any applicable Lender, the Guarantors shall make payment of such Guaranteed Obligations in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender against any losses or expenses that it shall sustain as a result of such alternative payment. (vii) Following indefeasible payment in full in cash of all Guaranteed Obligations and the termination of the Loan Documents. The Guarantors’ guaranty under Commitments hereunder, upon payment by either Guarantor of any Guaranteed Obligations, each Lender shall, in a reasonable manner, assign the amount of such Guaranteed Obligations owed to it and paid by such Guarantor pursuant to this Section is an absoluteguarantee to such Guarantor, present such assignment to be pro tanto to the extent to which the Guaranteed Obligations in question were discharged by such Guarantor, or make such Disposition thereof as such Guarantor shall direct (all without recourse to any Lender and continuing guarantee of payment and not of collectability, and is in no way conditional without any representation or contingent upon warranty by any attempt Lender except with respect to collect from the Borrower, any of the Guarantors or any other guarantor amount of the Guaranteed Obligations so assigned). (or viii) Upon payment by a Guarantor of any portion thereof) or upon sums as provided in this Section 8.16, all rights of such Guarantor against any other actionCredit Party arising as a result thereof by way of right of subrogation, occurrence contribution or circumstances whatsoever. In the event that the Borrower or any Guarantor otherwise shall fail so to pay any such principal, premium, interest or other amount in all respects be subordinated and junior in right of payment to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice prior indefeasible payment in full of any kind (all of which are waived by the Guarantors Guaranteed Obligations to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and termination of the Commitments. (ix) Anything herein or in any other Secured Parties Loan Document to the costs and expenses incurred contrary notwithstanding, the maximum liability of each Guarantor in its capacity as a guarantor under this Section 8.16 shall in no event exceed the amount which can be guaranteed by such Administrative Agent, Lender Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established above). (x) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 8.16 or other Secured Party in connection with enforcing affecting the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all remedies of the Guarantors Administrative Agent or any Lender hereunder. (whether xi) This is a continuing guaranty and applies to all Guaranteed Obligations whenever arising. This guaranty is irrevocable and will remain in a bankruptcy proceeding or otherwise) following any default full force and effect until the payment in payment of any full of the Guaranteed Obligations or and all amounts payable hereunder and the obligations termination of all of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel agreements relating to the Administrative Agent, such Lenders and the other Secured PartiesGuaranteed Obligations.

Unconditional Guaranty. (a) Each U.S. Guarantor hereby irrevocablyabsolutely, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to irrevocably guarantees the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of when due (but not the principal of and the premiumcollection), if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated scheduled maturity or by optional or mandatory on any date of a required prepayment or by declarationacceleration, redemption demand or otherwise) , of all Obligations of each other Borrower now or hereafter existing under or in accordance with the terms respect of the this Agreement and each other Loan Documents. The Guarantors’ guaranty under this Section is an absoluteDocument (including, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerwithout limitation, any extensions, modifications, substitutions, amendments or renewals of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (whether in a bankruptcy proceeding or otherwise) following such obligations being the “Total Guaranteed Obligations”), and agrees to pay any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, and all expenses (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel counsel) incurred by the Administrative Agent or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Total Guaranteed Obligations and would be owed by a Borrower to the Administrative AgentAgent or any Lender under or in respect of this Agreement and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Lenders Borrower. (b) Each Non-U.S. Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due (but not the collection), whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Secured PartiesNon-U.S. Borrower now or hereafter existing under or in respect of this Agreement and each other Loan Document (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Non-U.S. Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each Non-U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Non-U.S. Guaranteed Obligations and would be owed by a Non-U.S. Borrower to the Administrative Agent or any Lender under or in respect of this Agreement and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. (c) In no event shall any Non-U.S. Guarantor guarantee the obligations of a U.S. Person. In this Article X, “Guaranteed Obligations” means (i) in respect of the U.S. Guarantors, the Total Guaranteed Obligations and (ii) in respect of the Non-U.S. Guarantors, the Non-U.S. Guaranteed Obligations.

Unconditional Guaranty. Each Project Company Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties Lender the due and punctual payment and performance in full of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan DocumentsObligations. The Project Company Guarantors’ guaranty under this Section 10 is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Project Company Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Project Company Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured PartyLender, the Project Company Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Project Company Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent the Lender in writing, to such Administrative Agentthe Lender. The Project Company Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties Lender the costs and expenses incurred by such Administrative Agent, the Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties Lender against the Borrower and any or all of the Project Company Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Project Company Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesLender.

Unconditional Guaranty. Each Subject to the collection priority provisions contained hereinbelow, Guarantor hereby irrevocably, absolutely and unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to guarantees the Administrative Agent, the Lenders and the other Secured Parties the due and punctual prompt payment in full of all of the principal of Obligations as and when the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall respective parts thereof become due and payable (whether at stated maturity payable. Notwithstanding any provision to the contrary contained in this Guaranty or in any other Guaranty held by optional or mandatory prepayment or by declarationLender guaranteeing the Obligations, redemption or otherwise) in accordance with the terms Lender agrees that it shall seek satisfaction of the Loan DocumentsObligations in the following order of priority: First, from the Borrower; Second, from the Guarantor hereunder, pursuant to this Guaranty; Third, from Camelot Entertainment Group, Inc pursuant to its Commercial Guaranty of the Obligations; and Fourth, from ▇▇▇▇▇▇ ▇. The Guarantors’ ▇▇▇▇▇▇, pursuant to his Guaranty of the Obligations. If the Obligations, or any part thereof, shall not be paid in full when due and payable, then the Lender shall have the right to proceed directly against the Borrower and the various Guarantors in the foregoing order of priority to collect the payment in full of the Obligations. This is a guaranty under this Section is an absolute, present and continuing guarantee of payment and not merely a guaranty of collectabilitycollection, and is in no way conditional Guarantor hereby waives each and every guarantorship and suretyship defense, generally unless otherwise herein agreed. The “Obligor” means any entity, or contingent upon any attempt to collect from the Borrower, any of its property, that is or shall be obligated on the Guarantors Obligations or any other guarantor of the Guaranteed Obligations (or part thereof in any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders manner and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, includingincludes, without limitation, Borrower or Guarantor, and any other co-maker, endorser, guarantor of payment, subordinating creditor, assignor, grantor of a security interest, pledgor, mortgagor or any hypothecator of property. “Collateral” means, collectively, all property securing the fees and expenses of counsel to Obligations or any part thereof at the Administrative Agent, such Lenders and the other Secured Partiestime in question.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, In consideration of the letting of the Premises described in this Lease to the Administrative AgentTenant and in further consideration of the sum of One Dollar (S1.00) and other valuable consideration, the Lenders receipt and sufficiency of which is hereby acknowledged, if default shall at any time be made by Tenant in the other Secured Parties the due and punctual payment of the principal Rent and Additional Rent, or in the Tenant's performance of the covenants or obligations contained within the Lease on Tenant's part to be paid or performed, the undersigned corporation, and not the individual signatories, nor any principal, officer, director, shareholder, employee, agent, attorney and/or representative of the undersigned-corporation will pay to the Landlord, the said Rent, Additional Rent and any damages that may arise in consequence of the default or nonperformance by Tenant, including attorneys' fees. No notice of any such default or non-performance is required of Landlord, and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms liability of the Loan Documentsundersigned corporation shall continue notwithstanding any prior forbearance or waiver, any amendment of the Lease, or the insolvency or bankruptcy of Tenant. The Guarantors’ guaranty under this Section is an absoluteundersigned corporation, present hereby expressly agrees that the Landlord, its successors or assigns, may make such changes, as may be agreed upon between Landlord, its successors or assigns and continuing guarantee of payment and not of collectabilityTenant, and is in no way conditional or contingent upon any attempt with respect to collect from the Borrower, any of the Guarantors terms, covenants, conditions, agreements, or any other guarantor provisions of the Guaranteed Obligations (Lease without notice to or any portion thereof) or upon any other actionconsent from the undersigned as guarantor(s). The undersigned corporation hereby further covenants and agrees with Landlord, occurrence or circumstances whatsoever. In the event its successors, and assigns, that the Borrower or undersigned corporation and not the individual signatories, nor any Guarantor shall fail so to pay any such principal, premiumofficer, interest or other amount to the Administrative Agentdirector, a Lender or any other Secured Partyshareholder, the Guarantors will pay the same forthwithemployee, without demandagent, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money attorney and/or representative of the United States, at the place for payment specified undersigned corporation may be joined in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party any action against Tenant in connection with enforcing said Lease, and that recovery may be had against the rights undersigned corporation in such action or any independent action against the undersigned corporation without Landlord having first exhausted any remedy or claim against Tenant, its successors or assigns. It is understood that other agreements similar to this agreement may be executed by other persons with respect to the Lease. This agreement shall be cumulative of any such Administrative Agent, Lenders agreements and the other Secured Parties against the Borrower liabilities and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunderundersigned corporation hereunder shall in no event be affected or diminished by reason of such other agreement. This agreement shall be binding upon the undersigned corporation only and not the individual signatories, includingnor any principal, without limitationofficer, director, shareholder, employee, agent, attorney and/or representative of the undersigned corporation and shall inure to the benefit of Landlord and its successors and assigns. In any action or proceeding to enforce this guaranty, the fees and expenses of counsel to the Administrative Agent, such Lenders and prevailing party shall recover from the other Secured Parties.party, its costs and attorney's fees, including through all bankruptcy and appellate proceedings. Signed, sealed and delivered GUARANTOR(S) in the presence of: /s/ [ILLEGIBLE] /s/ WILLIAM LAGAMBA ---------------------------- ------------------------------ AS PRESIDENT OF BECAN DISTRIBUTORS, INC. ONLY, AND NOT AS THE INDIVIDUAL SIGN STANDARD AGREEMENT

Unconditional Guaranty. (a) Each Subsidiary Guarantor hereby irrevocablyabsolutely, unconditionally and irrevocably, jointly and severally guaranteesseverally, guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each as a primary obligor Loan Party now or hereafter existing under or in respect of this Agreement, the Notes and not merely as a suretyany Guaranteed Hedge Agreements (including in each case, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agree to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender, following an Event of Default, in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, the Subsidiary Guarantors’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to the Administrative Agent or any Lender under or in respect of this Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party. (b) Each Subsidiary Guarantor, and by its acceptance of this Subsidiary Guaranty, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and the obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (c) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Agent or any Lender under this Subsidiary Guaranty or any other Secured Parties guaranty, such Subsidiary Guarantor will contribute, to the due maximum extent permitted by law, such amounts to each other Subsidiary Guarantor and punctual payment of each other guarantor so as to maximize the principal of aggregate amount paid to the Agent and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due Lenders under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms respect of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, including the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. (a) Each U.S. Guarantor hereby irrevocablyabsolutely, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to irrevocably guarantees the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of when due (but not the principal of and the premiumcollection), if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated scheduled maturity or by optional or mandatory on any date of a required prepayment or by declarationacceleration, redemption demand or otherwise) , of all Obligations of each other Borrower now or hereafter existing under or in accordance with the terms respect of the this Agreement and each other Loan Documents. The Guarantors’ guaranty under this Section is an absoluteDocument (including, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerwithout limitation, any extensions, modifications, substitutions, amendments or renewals of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (whether in a bankruptcy proceeding or otherwise) following such obligations being the “Total Guaranteed Obligations”), and agrees to pay any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, and all expenses (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel counsel) incurred by the Administrative Agent, any L/C Issuer or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Total Guaranteed Obligations and would be owed by a Borrower to the Administrative Agent, any L/C Issuer or any Lender under or in respect of this Agreement and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Lenders Borrower. (b) Each Non-U.S. Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due (but not the collection), whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all 99 Lululemon Credit Agreement Obligations of each other Secured PartiesNon-U.S. Borrower now or hereafter existing under or in respect of this Agreement and each other Loan Document (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Non-U.S. Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel) incurred by the Administrative Agent, any L/C Issuer or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each Non-U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Non-U.S. Guaranteed Obligations and would be owed by a Non-U.S. Borrower to the Administrative Agent, any L/C Issuer or any Lender under or in respect of this Agreement and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. (c) In no event shall any Non-U.S. Guarantor guarantee the obligations of a U.S. Person. In this Article X, “Guaranteed Obligations” means (i) in respect of the U.S. Guarantors, the Total Guaranteed Obligations and (ii) in respect of the Non-U.S. Guarantors, the Non-U.S. Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby ---------------------- irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders Issuing Bank and the other Secured Parties Banks (including, without limitation, the Swing Line Lender) the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ ' guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, the Issuing Bank or a Lender or any other Secured PartyBank, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders Issuing Bank and the other Secured Parties Banks the costs and expenses incurred by such Administrative Agent, Lender Issuing Bank or other Secured Party Bank in connection with enforcing the rights of such Administrative Agent, Lenders Issuing Bank, and the other Secured Parties Banks against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Guarantied Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, Issuing Bank and such Lenders and the other Secured PartiesBanks.

Unconditional Guaranty. Each Guarantor hereby irrevocablyThe obligations of each SPV Entity under its SPV Entity Guaranty are absolute and unconditional, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment irrespective of the principal of and the premiumvalue, if anygenuineness, and interest on the Guaranteed Obligations and any and all other amounts due under validity, regularity or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms enforceability of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerrelated Guaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each SPV Entity agrees that its SPV Entity Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having 742583266 14453710 recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets and Pledged Collateral, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and each SPV Entity hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, any Servicer or any other Person or to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to require the Administrative Agent, Agent or the Lenders and Purchasers to pursue any other remedy or enforce any other right. Each SPV Entity further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the other Secured Parties Administrative Agent or the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of any SPV Entity Guaranty. Each SPV Entity further agrees that nothing contained herein shall prevent the rights Administrative Agent or the Purchasers from suing on any of such Administrative Agent, Lenders and the other Secured Parties against Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Borrower and Sold Assets, the Pledged Collateral or any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such SPV Entity’s obligations under its SPV Entity Guaranty; it being the purpose and intent of each SPV Entity that its obligations under its SPV Entity Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither any SPV Entity Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator or any Servicer or by reason of the bankruptcy, insolvency, liquidation, receivership, dissolution or winding-up of any Obligor, any Originator, any SPV Entity or any Servicer. Each SPV Entity hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of its Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on its SPV Entity Guaranty or acceptance of its SPV Entity Guaranty. All dealings between any Obligor, any Originator, any Servicer or any SPV Entity, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon its SPV Entity Guaranty. Each SPV Entity hereby represents and warrants that it is, and immediately after giving effect to its SPV Entity Guaranty and the obligation evidenced hereby, will be, solvent. Each SPV Entity Guaranty and the obligations of the Guarantors hereunder, including, without respective SPV Entity thereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all related Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets, the Pledged Collateral or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Termination Event) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Pledged Collateral, (F) any defenses, set-offs or counterclaims which any SPV Entity, any Originator, any Servicer or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and the other Secured Parties.satisfaction and usury, and 742583266 14453710

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity,regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or any Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or any Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or any Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, any Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Event of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, any Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or any Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or any Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or any Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, any Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Event of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, any Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent Credit Agreement - Page 94 permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each In recognition of the benefits that the issuance of the Senior Notes has conferred and will continue to confer, and the benefits that the issuance of the Guaranties will confer, upon the Issuer and the Guarantors and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby irrevocablyabsolutely and unconditionally guaranties, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a suretyseverally, to each Holder of any Senior Notes and to the Administrative AgentTrustee on behalf of each such Holder prompt payment when due, whether at stated maturity, upon acceleration, upon repurchase at the Lenders option of the Holder or otherwise, and the other Secured Parties the due and punctual payment at all times thereafter, of the principal of and the premium, if any, and interest on the Guaranteed Obligations Senior Notes and of any and all other amounts due under existing and future indebtedness and liabilities of every kind, nature and character, direct or pursuant indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Issuer to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms Holders of the Loan DocumentsSenior Notes arising under this Indenture or the Senior Notes (collectively, the "Guarantied Obligations"). The Guarantors’ guaranty under this Section is an absolute, present Trustee's books and continuing guarantee records showing the amount of payment and not of collectabilitythe Guarantied Obligations shall be admissible in evidence in any action or proceeding, and is in no way conditional or contingent shall be binding upon any attempt to collect from the Borrower, any Guarantors and conclusive for the purpose of establishing the amount of the Guarantors Guarantied Obligations, absent manifest error. The Guaranties shall not be affected by the validity, regularity or enforceability of the Guarantied Obligations or of the Senior Notes, this Indenture or any other guarantor of the Guaranteed Obligations (instrument or agreement evidencing any Guarantied Obligations, or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount question as to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment authenticity of any of the Guaranteed Senior Notes, this Indenture or any other such instrument or agreement, or by the existence, validity, enforceability, perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantied Obligations or which might otherwise constitute a defense to the obligations of any Guarantor under its Guaranty, other than payment in full by the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the Issuer or any other Secured PartiesPerson.

Unconditional Guaranty. Each (a) The liability of Guarantor hereby irrevocablyis primary, unconditionally absolute, unconditional, continuing, complete and jointly irrevocable, and severally guaranteeswill not be discharged except by complete and final performance of the Obligations and no act need occur to establish Guarantor's liability hereunder, each as a primary obligor and irrespective of, but not merely as a suretylimited to: (i) the validity or enforceability of the Obligations or of any security interest, to mortgage or pledge granted by Borrower or by any person(s) secondarily or otherwise liable for any of the Administrative AgentObligations (hereinafter "Other Obligor(s)"), the Lenders and the or any other Secured Parties the due and punctual device providing Collateral Security for payment of the principal Obligations, including the right of setoff against any deposits or credits (hereinafter the "Collateral Security"); (ii) the absence of, delay in, or timing of any action by Bank to enforce or exhaust its remedies under or against the Obligations and/or the Collateral Security; (iii) the waiver or consent by Bank with respect to any provision in the documentation of the Obligations or the Collateral Security; (iv) any action to seek or enforce ajudgement against Borrower or any Other Obligor(s); V (v) any interruptions in the business relations of Borrower with Bank, or whether the Obligations are assumed by or refmanced for any subsequent borrower; (vi) any failure to obtain, properly perfect, protect or insure, or any impairment, deterioration, waste, or loss of any Collateral Security, regardless of the cause; (vii) any other circumstance which might, absent the unconditional and continuing nature of this Guaranty, constitute a defense of a Guarantor. (b) The liability of Guarantor hereunder shall not be extinguished: (i) with respect to any amount, regardless of when or by whom paid, which is required to be returned to such Borrower or any trustee or receiver, by reason of the premiumbankruptcy, if anyinsolvency, dissolution, or death of such Borrower, or for any other reason, all as though such amount had never been paid. (ii) even though Borrower or Other Obligor has any such obligation discharged in bankruptcy or otherwise discharged by law. (iii) until complete and interest on final performance of all Obligations of Borrower to Bank, including the Guaranteed Obligations and expiration of any and all other amounts due applicable preference periods under or pursuant United States Bankruptcy laws, during which period(s) payments on the Obligations may be required to be returned to the Loan Documentspayor thereof, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest trustee or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesrepresentative.

Unconditional Guaranty. (i) In order to induce the Lenders to make Loans to and otherwise extend credit to the Borrowers under this Agreement, but subject to Section 8.16(b) in the case of MJC, each Guarantor hereby unconditionally guarantees the payment in full of all Guaranteed Obligations. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on further agrees that the Guaranteed Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Guaranteed Obligations. (ii) Each Guarantor waives promptness, diligence, presentment to, demand of payment from and all other amounts due under or pursuant protest to the Credit Parties of any Guaranteed Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall be absolute and unconditional and not be affected by (a) the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Credit Party under the provisions of this Agreement or any other Loan DocumentsDocuments or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any other Loan Documents or any other agreement; (c) the failure of any Lender to exercise any right or remedy against any Credit Party; (d) the invalidity or unenforceability of any Loan Document; (e) any change in the corporate existence or structure of any Credit Party; (f) any claims or rights of set off that may be claimed by any Credit Party; (g) any law, regulation, decree or order of any jurisdiction or any event affecting any term of any Guaranteed Obligations; or (h) any other circumstance which might otherwise constitute a defense available to or discharge of a borrower or a guarantor (other than payment). (iii) Each Guarantor further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Credit Party or any other Person. (iv) The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Guarantors (or either of them) or otherwise operate as a discharge of the Guarantors (or either of them) as a matter of law or equity. (v) Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligations is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Credit Party or otherwise. (vi) In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Guarantors (or either of them) by virtue hereof, upon the failure of any Credit Party to pay any applicable Guaranteed Obligations when and as the same shall become due and payable (due, whether at stated maturity or maturity, by optional or mandatory acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by declarationthe Administrative Agent, redemption forthwith pay, or otherwisecause to be paid, in cash the amount of such unpaid Guaranteed Obligations. In the event that, by reason of the bankruptcy of any Credit Party, (i) acceleration of Loans made to such Credit Party is prevented and (ii) the Guarantors shall not have prepaid the outstanding Loans and other amounts due hereunder owed by such Credit Party (and cash collateralization of obligations in accordance respect of undrawn Letters of Credit), the Guarantors will forthwith purchase such Loans and other amounts at a price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. Each Guarantor further agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Guaranteed Obligations in such currency or such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the terms protection of its rights or interests, then, at the election of any applicable Lender, the Guarantors shall make payment of such Guaranteed Obligations in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender against any losses or expenses that it shall sustain as a result of such alternative payment. (vii) Following indefeasible payment in full in cash of all Guaranteed Obligations and the termination of the Loan Documents. The Guarantors’ guaranty under Commitments hereunder, upon payment by either Guarantor of any Guaranteed Obligations, each Lender shall, in a reasonable manner, assign the amount of such Guaranteed Obligations owed to it and paid by such Guarantor pursuant to this Section is an absoluteguarantee to such Guarantor, present such assignment to be pro tanto to the extent to which the Guaranteed Obligations in question were discharged by such Guarantor, or make such Disposition thereof as such Guarantor shall direct (all without recourse to any Lender and continuing guarantee of payment and not of collectability, and is in no way conditional without any representation or contingent upon warranty by any attempt Lender except with respect to collect from the Borrower, any of the Guarantors or any other guarantor amount of the Guaranteed Obligations so assigned). (or viii) Upon payment by a Guarantor of any portion thereof) or upon sums as provided in this Section 8.16, all rights of such Guarantor against any other actionCredit Party arising as a result thereof by way of right of subrogation, occurrence contribution or circumstances whatsoever. In the event that the Borrower or any Guarantor otherwise shall fail so to pay any such principal, premium, interest or other amount in all respects be subordinated and junior in right of payment to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice prior indefeasible payment in full of any kind (all of which are waived by the Guarantors Guaranteed Obligations to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and termination of the Commitments. (ix) Anything herein or in any other Secured Parties Loan Document to the costs and expenses incurred contrary notwithstanding, the maximum liability of each Guarantor in its capacity as a guarantor under this Section 8.16 shall in no event exceed the amount which can be guaranteed by such Administrative Agent, Lender Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established above). (x) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 8.16 or other Secured Party in connection with enforcing affecting the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all remedies of the Guarantors Administrative Agent or any Lender hereunder. (whether xi) This is a continuing guaranty and applies to all Guaranteed Obligations whenever arising. This guaranty is irrevocable and will remain in a bankruptcy proceeding or otherwise) following any default full force and effect until the payment in payment of any full of the Guaranteed Obligations or and all amounts payable hereunder and the obligations termination of all of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel agreements relating to the Administrative Agent, such Lenders and the other Secured PartiesGuaranteed Obligations.

Unconditional Guaranty. Each Additional Guarantor hereby irrevocablyshall execute and deliver to the Trustee the following Guaranty, unconditionally and shall be jointly and severally guaranteesliable with any other Guarantor for its obligations under such Guaranty. (FORM OF GUARANTY) FOR VALUABLE CONSIDERATION, each as a primary obligor the undersigned Guarantor unconditionally guarantees and not merely as a surety, promises to pay to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment Holders of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under Notes upon which this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Guaranty has been endorsed, in lawful money of the United StatesStates of America, at (i) the place for payment specified in principal and interest and all other sums payable under the Loan Documents or specified by such Administrative Agent in writingNotes, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay and (ii) all other indebtedness of the Company to the Administrative Agent, Holders of the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender Notes arising under or other Secured Party in connection with enforcing the rights Notes or the Indenture referred to therein (the indebtedness evidenced by the Notes together with all other indebtedness specified above is hereinafter collectively called the "Guaranteed Obligations"). The obligations of the Guarantor hereunder are separate and independent of the obligations of the Company and of any other guarantor, and a separate action or actions may be brought and prosecuted against the Guarantor whether action is brought against the Company or any other guarantor or whether the Company or any other guarantor is joined in any action or actions. The obligations of the Guarantor hereunder shall survive and continue in full force and effect until the earlier of (i) such Administrative Agenttime as the Guarantor may be released from its obligations hereunder pursuant to the terms of the Indenture dated as of January 28, Lenders 1998, between the Company and the other Secured Parties against the Borrower and any Trustee, as amended, or all of the Guarantors (whether ii) payment in a bankruptcy proceeding or otherwise) following any default in payment of any full of the Guaranteed Obligations is actually received by the Holders or the Trustee on behalf of the Holders and the period of time has expired during which any payment made by the Company or the Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company's or any other guarantor's liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guaranty, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. The Guarantor agrees that to the extent the Company or any other guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Guaranty shall continue to be effective or shall be reinstated, as the case may be, and, to the extent of such payment or repayment by the Holders or Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made. Notwithstanding any contrary provision, the amount of the Guaranteed Obligations guaranteed by the Guarantor under this Guaranty shall be, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar laws applicable to the Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or any other agreement or instrument executed in connection with the payment of the Guaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by the Guarantor by this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the Guarantor's obligations hereunder subject to avoidance under any Bankruptcy Law. Guarantor waives and agrees not to assert: (a) any right to require the Holders or Trustee to proceed against the Company or any other guarantor, to proceed against or exhaust any security for the Guaranteed Obligations, to pursue any other remedy available to the Holders or Trustee or to pursue any remedy in any particular order or manner; (b) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof; (c) demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand, nonpayment and acceptance of this Guaranty; (d) notice of the existence, creation or incurring of new or additional indebtedness of the Company to the Holders; and (e) any defense arising by reason of any disability or other defense of the Company or by reason of the cessation from any cause whatsoever (other than payment in full of all amounts demanded to be paid by the Guarantor under this Guaranty) of the liability of the Company for the Guaranteed Obligations. Guarantor hereby expressly consents to any impairment of collateral, including, but not limited to, failure to perfect a security interest and release collateral and any such impairment or release shall not affect Guarantor's obligations hereunder. Until payment in full of the Guaranteed Obligations, Guarantor shall have no right of subrogation and hereby waives any right to enforce any remedy which the Holders or the Trustee now have, or may hereafter have, against the Company, and waives any benefit of, any right to participate in, any security now or hereafter held on behalf of the Holders. If from time to time the Company shall have liabilities or obligations to Guarantor, whether absolute or contingent, joint, several, or joint and several, such liabilities and obligations (the "Subordinated Indebtedness") and any and all assignments as security, grants in trust, liens, mortgages, security interests, other encumbrances, and other interests and rights securing such liabilities and obligations shall at all times be fully subordinate to payment and performance in full of the Guaranteed Obligations. Guarantor agrees that such liabilities and obligations of the Guarantors Company to Guarantor shall not be secured by any assignment as security, grant in trust, lien, mortgage, security interest, other encumbrance or other interest or right in any property, interests in property, or rights to property of the Company. Guarantor agrees that (i) so long as no Event of Default has occurred and is continuing, payments of principal and interest on the Subordinated Indebtedness may be made by the Company and accepted by Guarantor as such payments become due; and (ii) after the occurrence and during the continuation of an Event of Default, the Company shall not make and Guarantor shall not accept any payments with respect to the Subordinated Indebtedness. If, notwithstanding the foregoing, subsequent to an Event of Default, Guarantor receives any payment from the Company, such payment shall be held in trust by Guarantor for the benefit of the Holders, and shall be segregated from the other funds of Guarantor, and shall forthwith be paid by Guarantor to the Holders or to the Trustee on behalf of the Holders and applied to payment of the Guaranteed Obligations whether or not then due. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company, or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution, or other winding up of the Company's business, or in the event of any receivership, insolvency or bankruptcy proceedings by or against the Company, or assignment for the benefit of creditors, or of any proceedings by or against the Company for any relief under any bankruptcy or insolvency laws, or relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extensions, or of any other event whereby it becomes necessary or desirable to file or present claims against the Company for the purpose of receiving payment thereof, or on account thereof, then and in any such event, any payment or distribution of any kind or character, either in cash or other property, which shall be made or shall be payable with respect to any Subordinated Indebtedness shall be paid over to the Holders or to the Trustee on behalf of the Holders for application to the payment of the Guaranteed Obligations, whether due or not due, and no payments shall be made upon or in respect of the Subordinated Indebtedness unless and until the Guaranteed Obligations shall have been paid and satisfied in full. In any such event, all claims of the Holders and all claims of Guarantor shall, at the option of the Trustee, forthwith become due and payable without demand or notice. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company, or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution, or other winding up of the Company's business, or in the event of any receivership, insolvency or bankruptcy proceedings by or against the Company, or assignment for the benefit of creditors, or of any proceedings by or against the Company for any relief under any bankruptcy or insolvency laws, or relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extensions, or of any other event whereby it becomes necessary or desirable to file or present claims against the Company for the purpose of receiving payment thereof, or on account thereof, Guarantor irrevocably authorizes and empowers the Trustee, or any person the Trustee may designate, to act as attorney for Guarantor with full power and authority in the name of Guarantor, or otherwise, to make and present such claims or proofs of claims against the Company on account of the Subordinated Indebtedness as the Trustee, or its appointee, may deem expedient and proper and, if necessary, to vote such claims in any proceedings and to receive and collect for the benefit of the Holders any and all dividends or other payments and disbursements made thereon in whatever form they may be paid or issued, and to give acquittance therefor and to apply same to the Guaranteed Obligations, and Guarantor hereby agrees, from time to time and upon request, to make, execute and deliver to the Trustee such powers of attorney, assignments, endorsements, proofs of claim, pleadings, verifications, affidavits, consents, agreements or other instruments as may be requested by the Trustee in order to enable the Trustee and the Holders to enforce any and all claims upon, or with respect to, the Subordinated Indebtedness, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Subordinated Indebtedness. Except as otherwise permitted herein, should any payment or distribution or security or proceeds thereof be received by Guarantor upon or with respect to the Subordinated Indebtedness prior to the satisfaction of the Guaranteed Obligations, Guarantor will forthwith deliver the same to the Trustee on behalf of the Holders in precisely the form as received except for the endorsement or assignment of Guarantor where necessary for application on the Guaranteed Obligations, whether due or not due, and until so delivered the same shall be held in trust by Guarantor as property of the Trustee on behalf of the Holders. In the event of the failure of Guarantor to make any such endorsement or assignment, the Trustee, or any of its officers or employees, on behalf of the Trustee, is hereby irrevocably authorized to make the same. Guarantor agrees to maintain in its records notations satisfactory to the Trustee of the rights and priorities of the Holders hereunder, includingand from time to time, without limitationupon request, to furnish the fees Trustee for the benefit of the Holders with sworn financial statements. The Trustee may inspect the books of account and expenses any records of counsel Guarantor at any time during business hours. Guarantor agrees that any promissory note now or hereafter evidencing the Subordinated Indebtedness shall be nonnegotiable and shall be marked with a specific statement that the indebtedness thereby evidenced is subject to the Administrative Agent, such Lenders and provisions of this Guaranty. This Guaranty shall be governed by the other Secured Partieslaws of the State of New York.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, In consideration of the letting of the Premises described in this Lease to the Administrative AgentTenant and in further consideration of the sum of One Dollar ($1.00) and other valuable consideration, the Lenders receipt and sufficiency of which is hereby acknowledged, if default shall at any time be made by Tenant in the other Secured Parties the due and punctual payment of the principal Rent or Additional Rent, or in the Tenant's performance of the covenants or obligations contained within the Lease on Tenant's part to be paid or performed, the undersigned will pay to the Landlord, the said Rent, Additional Rent and any damages, attorney’s fees, costs and expenses that may arise in consequence of the default or non-performance by Tenant. No notice of any such default or non-performance is required of Landlord, and the premiumliability of the undersigned shall continue notwithstanding any prior forbearance or waiver, if anyany amendment of the Lease, or the insolvency or bankruptcy of Tenant. The undersigned, for themselves, their successors, heirs, executors, and interest on assigns, hereby expressly agree that the Guaranteed Obligations and any and all other amounts due under Landlord, its successors or pursuant to the Loan Documentsassigns, when and may make such changes, as the same shall become due and payable (whether at stated maturity may be agreed upon between Landlord, its successors or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilityassigns, and is in no way conditional or contingent upon any attempt Tenant, with respect to collect from the Borrower, any of the Guarantors terms, covenants, conditions, agreements, or any other guarantor provisions of the Guaranteed Obligations (Lease without notice to or any portion thereof) or upon any other actionconsent from the undersigned as guarantor(s). The undersigned hereby further covenant and agree with Landlord, occurrence or circumstances whatsoever. In the event its successors, and assigns, that the Borrower or undersigned may be joined in any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party action against Tenant in connection with enforcing said Lease, and that recovery may be had against the rights undersigned in such action or any independent action against the undersigned without Landlord having first exhausted any remedy or claim against Tenant, its successors or assigns. It is understood that other agreements similar to this agreement may be executed by other persons with respect to the Lease. This agreement shall be cumulative of any such Administrative Agent, Lenders agreements and the other Secured Parties against the Borrower liabilities and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunderundersigned hereunder shall in no event be affected or diminished by reason of such other agreements. This agreement shall be binding upon the undersigned and the successors, includingheirs, without limitationexecutors, and administrators of the undersigned, and shall inure to the benefit of Landlord and its successors and assigns. In any action or proceeding to enforce this guaranty, the fees and expenses of counsel to the Administrative Agent, such Lenders and prevailing party shall recover from the other Secured Partiesparty its costs and attorney's fees, including through all litigation, bankruptcy, arbitration, mediation, and appellate proceedings.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders Issuing Bank and the other Secured Parties Banks the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, the Issuing Bank or a Lender or any other Secured PartyBank, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders Issuing Bank and the other Secured Parties Banks the costs and expenses incurred by such Administrative Agent, Lender Issuing Bank or other Secured Party Bank in connection with enforcing the rights of such Administrative Agent, Lenders Issuing Bank, and the other Secured Parties Banks against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, Issuing Bank and such Lenders and the other Secured PartiesBanks.

Unconditional Guaranty. Each Guarantor hereby irrevocablyThe obligations of the Seller under the Seller Guaranty are absolute and unconditional, unconditionally and jointly and severally guaranteesirrespective of the value, each as a primary obligor and not merely as a suretygenuineness, validity, regularity or enforceability of any Guaranteed Obligations, any Contract, any Transaction Document or any other agreement or instrument referred to herein or therein, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent, Agent or the Lenders Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the other Secured Parties the due and punctual payment necessity at any time of having recourse to any of the principal of and the premium, if any, and interest on Subject Property securing the Guaranteed Obligations and any and all or the other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations Aggregate Unpaids (or any portion thereof) or upon otherwise, and the Seller hereby waives the right to require the Administrative Agent or the Purchasers to make demand on or proceed against any Obligor, any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender Seller Party or any other Secured Person or to require the Administrative Agent or the Purchasers to pursue any other remedy or enforce any other right. The Seller further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Administrative Agent or the Purchasers in connection with monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Subject Property (or any portion thereof) securing the Guaranteed Obligations or the other Aggregate Unpaids (or any portion thereof) or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor or any Seller Party or by reason of the bankruptcy or insolvency of any Obligor or any Seller Party. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor or any Seller Party, on the Guarantors one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will pay be, Solvent. The Seller Guaranty and the same forthwithobligations of the Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, without demandimpairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), presentment, protest or notice including the occurrence of any kind of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (all a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of which are waived court, by operation of law or otherwise, of the Guarantors exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Subject Property or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (b) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Termination Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (c) to the fullest extent permitted by law)applicable Law, in lawful money any of the United StatesGuaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the place for application of payments received from any source to the payment specified in of indebtedness other than the Loan Documents or specified by such Guaranteed Obligations, even though the Administrative Agent in writing, might have elected to apply such Administrative Agent. The Guarantors further agree, promptly after demand, payment to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any part or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.Obligations,

Unconditional Guaranty. Each Guarantor hereby irrevocablyThe obligations of Seller under the Seller Guaranty are absolute and unconditional, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment irrespective of the principal value, genuineness, validity, regularity or enforceability of and the premium, if any, and interest on the any Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerObligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, Seller Obligations or otherwise, and Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, the applicable Originator, the Master Servicer, the Performance Guarantor or any other Person or to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Lenders Sold Assets or any other collateral securing the Guaranteed Obligations or Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of Seller’s obligations under the Seller Guaranty; it being the purpose and intent of Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, the applicable Originator, or the Master Servicer or by reason of the bankruptcy or insolvency of any Obligor, the applicable Originator, or the Master Servicer. Seller hereby waives any and all notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, the applicable Originator, the Master Servicer or Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the occurrence of any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the obligations payment of the Guarantors hereunderSold Assets or the Guaranteed Obligations, including(B) any waiver, without limitationamendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Amortization Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) [reserved], (E) [reserved], (F) any defenses, set-offs or counterclaims which the applicable Originator, the fees and expenses of counsel to Master Servicer or any Obligor may allege or assert against the Administrative AgentAgent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, such Lenders including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocablyshall execute and deliver to the Trustee the following Guaranty, unconditionally and shall be jointly and severally guaranteesliable with any other Guarantor for its obligations under such Guaranty. (FORM OF GUARANTY) FOR VALUABLE CONSIDERATION, each as a primary obligor the undersigned Guarantor unconditionally guarantees and not merely as a surety, promises to pay to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment Holders of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under Notes upon which this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Guaranty has been endorsed, in lawful money of the United StatesStates of America, at (i) the place for payment specified in principal and interest and all other sums payable under the Loan Documents or specified by such Administrative Agent in writingNotes, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay and (ii) all other indebtedness of the Company to the Administrative Agent, Holders of the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender Notes arising under or other Secured Party in connection with enforcing the rights Notes or the Indenture referred to therein (the indebtedness evidenced by the Notes together with all other indebtedness specified above is hereinafter collectively called the "Guaranteed Obligations"). The obligations of the Guarantor hereunder are separate and independent of the obligations of the Company and of any other guarantor, and a separate action or actions may be brought and prosecuted against the Guarantor whether action is brought against the Company or any other guarantor or whether the Company or any other guarantor is joined in any action or actions. The obligations of the Guarantor hereunder shall survive and continue in full force and effect until the earlier of (i) such Administrative Agenttime as the Guarantor may be released from its obligations hereunder pursuant to the terms of the Indenture dated as of January 28, Lenders 1998, between the Company and the other Secured Parties against the Borrower and any Trustee, as amended, or all of the Guarantors (whether ii) payment in a bankruptcy proceeding or otherwise) following any default in payment of any full of the Guaranteed Obligations is actually received by the Holders or the Trustee on behalf of the Holders and the period of time has expired during which any payment made by the Company or the Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company's or any other guarantor's liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guaranty, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. The Guarantor agrees that to the extent the Company or any other guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Guaranty shall continue to be effective or shall be reinstated, as the case may be, and, to the extent of such payment or repayment by the Holders or Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made. Notwithstanding any contrary provision, the amount of the Guaranteed Obligations guaranteed by the Guarantor under this Guaranty shall be, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar laws applicable to the Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or any other agreement or instrument executed in connection with the payment of the Guaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by the Guarantor by this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the Guarantor's obligations hereunder subject to avoidance under any Bankruptcy Law. Guarantor waives and agrees not to assert: (a) any right to require the Holders or Trustee to proceed against the Company or any other guarantor, to proceed against or exhaust any security for the Guaranteed Obligations, to pursue any other remedy available to the Holders or Trustee or to pursue any remedy in any particular order or manner; (b) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof; (c) demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand, nonpayment and acceptance of this Guaranty; (d) notice of the existence, creation or incurring of new or additional indebtedness of the Company to the Holders; and (e) any defense arising by reason of any disability or other defense of the Company or by reason of the cessation from any cause whatsoever (other than payment in full of all amounts demanded to be paid by the Guarantor under this Guaranty) of the liability of the Company for the Guaranteed Obligations. Guarantor hereby expressly consents to any impairment of collateral, including, but not limited to, failure to perfect a security interest and release collateral and any such impairment or release shall not affect Guarantor's obligations hereunder. Until payment in full of the Guaranteed Obligations, Guarantor shall have no right of subrogation and hereby waives any right to enforce any remedy which the Holders or the Trustee now have, or may hereafter have, against the Company, and waives any benefit of, any right to participate in, any security now or hereafter held on behalf of the Holders. If from time to time the Company shall have liabilities or obligations to Guarantor, whether absolute or contingent, joint, several, or joint and several, such liabilities and obligations (the "Subordinated Indebtedness") and any and all assignments as security, grants in trust, liens, mortgages, security interests, other encumbrances, and other interests and rights securing such liabilities and obligations shall at all times be fully subordinate to payment and performance in full of the Guaranteed Obligations. Guarantor agrees that such liabilities and obligations of the Guarantors Company to Guarantor shall not be secured by any assignment as security, grant in trust, lien, mortgage, security interest, other encumbrance or other interest or right in any property, interests in property, or rights to property of the Company. Guarantor agrees that (i) so long as no Event of Default has occurred and is continuing, payments of principal and interest on the Subordinated Indebtedness may be made by the Company and accepted by Guarantor as such payments become due; and (ii) after the occurrence and during the continuation of an Event of Default, the Company shall not make and Guarantor shall not accept any payments with respect to the Subordinated Indebtedness. If, notwithstanding the foregoing, subsequent to an Event of Default, Guarantor receives any payment from the Company, such payment shall be held in trust by Guarantor for the benefit of the Holders, and shall be segregated from the other funds of Guarantor, and shall forthwith be paid by Guarantor to the Holders or to the Trustee on behalf of the Holders and applied to payment of the Guaranteed Obligations whether or not then due. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company, or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution, or other winding up of the Company's business, or in the event of any receivership, insolvency or bankruptcy proceedings by or against the Company, or assignment for the benefit of creditors, or of any proceedings by or against the Company for any relief under any bankruptcy or insolvency laws, or relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extensions, or of any other event whereby it becomes necessary or desirable to file or present claims against the Company for the purpose of receiving payment thereof, or on account thereof, then and in any such event, any payment or distribution of any kind or character, either in cash or other property, which shall be made or shall be payable with respect to any Subordinated Indebtedness shall be paid over to the Holders or to the Trustee on behalf of the Holders for application to the payment of the Guaranteed Obligations, whether due or not due, and no payments shall be made upon or in respect of the Subordinated Indebtedness unless and until the Guaranteed Obligations shall have been paid and satisfied in full. In any such event, all claims of the Holders and all claims of Guarantor shall, at the option of the Trustee, forthwith become due and payable without demand or notice. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company, or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution, or other winding up of the Company's business, or in the event of any receivership, insolvency or bankruptcy proceedings by or against the Company, or assignment for the benefit of creditors, or of any proceedings by or against the Company for any relief under any bankruptcy or insolvency laws, or relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extensions, or of any other event whereby it becomes necessary or desirable to file or present claims against the Company for the purpose of receiving payment thereof, or on account thereof, Guarantor irrevocably authorizes and empowers the Trustee, or any person the Trustee may designate, to act as attorney for Guarantor with full power and authority in the name of Guarantor, or otherwise, to make and present such claims or proofs of claims against the Company on account of the Subordinated Indebtedness as the Trustee, or its appointee, may deem expedient and proper and, if necessary, to vote such claims in any proceedings and to receive and collect for the benefit of the Holders any and all dividends or other payments and disbursements made thereon in whatever form they may be paid or issued, and to give acquittance therefor and to apply same to the Guaranteed Obligations, and Guarantor hereby agrees, from time to time and upon request, to make, execute and deliver to the Trustee such powers of attorney, assignments, endorsements, proofs of claim, pleadings, verifications, affidavits, consents, agreements or other instruments as may be requested by the Trustee in order to enable the Trustee and the Holders to enforce any and all claims upon, or with respect to, the Subordinated Indebtedness, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Subordinated Indebtedness. Except as otherwise permitted herein, should any payment or distribution or security or proceeds thereof be received by Guarantor upon or with respect to the Subordinated Indebtedness prior to the satisfaction of the Guaranteed Obligations, Guarantor will forthwith deliver the same to the Trustee on behalf of the Holders in precisely the form as received except for the endorsement or assignment of Guarantor where necessary for application on the Guaranteed Obligations, whether due or not due, and until so delivered the same shall be held in trust by Guarantor as property of the Trustee on behalf of the Holders. In the event of the failure of Guarantor to make any such endorsement or assignment, the Trustee, or any of its officers or employees, on behalf of the Trustee, is hereby irrevocably authorized to make the same. Guarantor agrees to maintain in its records notations satisfactory to the Trustee of the rights and priorities of the Holders hereunder, includingand from time to time, without limitationupon request, to furnish the fees Trustee for the benefit of the Holders with sworn financial statements. The Trustee may inspect the books of account and expenses any records of counsel Guarantor at any time during business hours. Guarantor agrees that any promissory note now or hereafter evidencing the Subordinated Indebtedness shall be nonnegotiable and shall be marked with a specific statement that the indebtedness thereby evidenced is subject to the Administrative Agent, such Lenders and provisions of this Guaranty. This Guaranty shall be governed by the other Secured Partieslaws of the State of New York.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section This Guaranty is an absolute, present unconditional and continuing guarantee of payment and not of collectabilitycollection and each Guarantor shall be deemed to be liable for the Guaranteed Obligations as sole or principal debtor. Each Guarantor specifically agrees that it shall not be necessary or required, and is in no way conditional that such Guarantor shall not be entitled to require and waives any right to require, that any Guaranteed Party: (a) file suit or contingent upon proceed to obtain or assert a claim against the Borrower, any attempt to collect other Guarantor or any other Person for the Guaranteed Obligations; (b) make any effort at collection of the Guaranteed Obligations from the Borrower, any of the Guarantors other Guarantor or any other guarantor Person; (c) foreclose against or seek to realize upon any security hereafter existing for the Guaranteed Obligations; (d) file suit or proceed to obtain or assert a claim for personal judgment against any other Person liable for the Guaranteed Obligations, or make any effort at collection of the Guaranteed Obligations (from any such other Person, or exercise or assert any other right or remedy to which such Guaranteed Party is or may be entitled in connection with the Guaranteed Obligations or any portion thereofsecurity or other guaranty therefor; or (e) assert or upon file any claim against the assets of the Borrower, any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured PartyPerson liable for the Guaranteed Obligations, the Guarantors will pay the same forthwithor any part thereof, without demand, presentment, protest either before or notice of any kind (all of which are waived by the Guarantors as a condition to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights liability of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any Guarantor under this Guaranty or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in requiring payment of any of the Guaranteed Obligations or the obligations of the Guarantors by such Guarantor hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each (a) Subject to the provisions of this Article Eleven, each Guarantor hereby irrevocablyhereby, unconditionally and jointly and severally severally, fully and unconditionally guarantees, each as on a primary obligor and not merely as a suretysenior subordinated basis, to each Holder of a Note authenticated and delivered by the Administrative AgentTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Lenders and Notes or the obligations of the Issuer or any other Secured Parties Guarantors to the Holders or the Trustee hereunder or thereunder: (i) (A) the due and punctual payment of the principal of and the of, premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, Notes when and as the same shall become due and payable (payable, whether at stated maturity or by optional or mandatory prepayment or by declarationmaturity, upon redemption or repurchase, by acceleration or otherwise, (B) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (C) the due and punctual payment and performance (within applicable grace periods hereunder) of all other obligations of the Issuer and all other obligations of the other Guarantors (including under the Guaranties), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereof (collectively, the “Guaranteed Obligations”); and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of the Guaranteed Obligations in accordance with the terms of the Loan Documentsextension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. The Guarantors’ guaranty Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Section Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guaranties, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer under the Indenture. (b) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. To the fullest extent permitted by law, each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and its Guaranty. Each Guaranty is an absolute, present and continuing a guarantee of payment and not of collectabilitycollection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, its Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees that, as between it, on the one hand, and is in no way conditional or contingent upon any attempt the Holders of Notes and the Trustee, on the other hand, (i) subject to collect from this Article Eleven, the Borrower, any maturity of the Guarantors obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of its Guaranty, notwithstanding any stay, injunction or any other guarantor prohibition preventing such acceleration in respect of the Guaranteed Obligations obligations guaranteed hereby, and (or any portion thereofii) or upon any other action, occurrence or circumstances whatsoever. In in the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind acceleration of such obligations as provided in Section 6.02 hereof, such obligations (all of which are waived whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of its Guaranty. (c) Each Guaranty is, to the fullest extent permitted by law)and in the manner set forth in Article Twelve, subordinated and subject in lawful money right of payment to the prior payment in full of the United Statesprincipal of and premium, at if any, and interest on all Senior Indebtedness of the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, relevant Guarantor and is made subject to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights provisions of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesthis Indenture.

Unconditional Guaranty. Each Subject to the collection priority provisions contained hereinbelow, Guarantor hereby irrevocably, absolutely and unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to guarantees the Administrative Agent, the Lenders and the other Secured Parties the due and punctual prompt payment in full of all of the principal of Obligations as and when the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall respective parts thereof become due and payable (whether at stated maturity payable. Notwithstanding any provisions to the contrary contained in this Guaranty or in any other Guaranty held by optional or mandatory prepayment or by declarationLender guaranteeing the Obligations, redemption or otherwise) in accordance with the terms Lender agrees that it shall seek satisfaction of the Loan DocumentsObligations in the following order of priority: First, from the Borrower; Second, from Camelot Distribution Group, Inc. pursuant to its Commercial Guaranty of the Obligations; Third, from Camelot Entertainment Group, Inc., pursuant to its Commercial Guaranty of the Obligations; and Fourth from the Guarantor hereunder, pursuant to this Guaranty. The Guarantors’ If the Obligations, or any part thereof, shall not be paid in full when due and payable, then the Lender shall have the right to proceed directly against the Borrower and the various Guarantors in the foregoing order of priority to collect the payment in full of the Obligations. This is a guaranty under this Section is an absolute, present and continuing guarantee of payment and not merely a guaranty of collectabilitycollection, and is in no way conditional Guarantor hereby waives each and every guarantorship and suretyship defense, generally unless otherwise herein agreed. The “Obligor” means any entity, or contingent upon any attempt to collect from the Borrower, any of its property, that is or shall be obligated on the Guarantors Obligations or any other guarantor of the Guaranteed Obligations (or part thereof in any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders manner and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, includingincludes, without limitation, Borrower or Guarantor, and any other co-maker, endorser, guarantor of payment, subordinating creditor, assignor, grantor of a security interest, pledgor, mortgagor or any hypothecator of property. “Collateral” means, collectively, all property securing the fees and expenses of counsel to Obligations or any part thereof at the Administrative Agent, such Lenders and the other Secured Partiestime in question.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or any Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or any Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or any Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, any Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), INCLUDING THE OCCURRENCE OF ANY OF THE FOLLOWING, WHETHER OR NOT THE ADMINISTRATIVE AGENT OR ANY PURCHASER SHALL HAVE HAD NOTICE OR KNOWLEDGE OF ANY OF THEM: (A) ANY FAILURE TO ASSERT OR ENFORCE OR AGREEMENT NOT TO ASSERT OR ENFORCE, OR THE STAY OR ENJOINING, BY ORDER OF COURT, BY OPERATION OF LAW OR OTHERWISE, OF THE EXERCISE OR ENFORCEMENT OF, ANY CLAIM OR DEMAND OR ANY RIGHT, POWER OR REMEDY WITH RESPECT TO THE SOLD ASSETS OR THE GUARANTEED OBLIGATIONS or any agreement relating thereto, or with respect to any guaranty of or other security for the fees and expenses payment of counsel the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Event of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, any Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocablyThe obligations of Seller under the Seller Guaranty are absolute and unconditional, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment irrespective of the principal value, genuineness, validity, regularity or enforceability of and the premium, if any, and interest on the any Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerObligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, Seller Obligations or otherwise, and Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, the Originator, the Master Servicer or MSC or any other Person or to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to require the Administrative Agent, Agent or the Lenders and Purchasers to pursue any other remedy or enforce any other right. Seller further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the other Secured Parties Administrative Agent or the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of Seller’s obligations under the Seller Guaranty; it being the purpose and intent of Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, the Originator, or the Master Servicer or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, the Originator, or the Master Servicer. Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, the Originator, the Master Servicer or Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of Seller under the Guarantors hereunder, including, without Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Amortization Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which Seller, the Originator, the Master Servicer or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after on demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the reasonable costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunderhereunder (taking into account any applicable notice, grace and/or cure periods), including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Collateral Agents, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, the Collateral Agents, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such the Administrative Agent in writing, to such the Administrative Agent. Agent for the benefit of the applicable Secured Party(ies) The Guarantors further agree, promptly after on demand, to pay to the Administrative Agent, the Collateral Agents, the Lenders and the other Secured Parties the reasonable costs and expenses incurred by such Administrative Agent, the Collateral Agents, Lender or other Secured Party in connection with enforcing the rights of such the Administrative Agent, the Collateral Agents, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunderhereunder (taking into account any applicable notice, grace and/or cure periods), including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, the Collateral Agents, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocablyagrees that, unconditionally except as hereinafter provided, its obligations under this Guaranty shall be irrevocable, absolute and jointly and severally guaranteesunconditional, each as a primary obligor and not merely as a surety, to irrespective of (i) the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment validity or enforceability of the principal Obligations or any part thereof, or of and the premium, if any, and interest on the Guaranteed Obligations and any and promissory note or other document evidencing all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms any part of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteObligations, present and continuing guarantee (ii) the absence of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Borrowers or any other guarantor all or any part of the Guaranteed Obligations or other action to enforce the same, (iii) the waiver or consent by Lender with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter executed by Borrowers or any other guarantor, and delivered to Lender, (iv) failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations, (v) the existence or nonexistence of any defenses which may be available to Borrowers or any other guarantor with respect to all or any part of the Obligations, (vi) the institution of any proceeding under Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended (the “Bankruptcy Code”), or any similar proceeding, by or against Borrowers or any other guarantor or Lender’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a security interest by Borrowers, as debtor-in-possession, under Section 364 of the Bankruptcy Code (or use of cash collateral under Section 363 of the Bankruptcy Code), (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion thereofof Lender’s claim(s) for repayment of the Obligations, or upon (ix) any other action, occurrence circumstance which might otherwise constitute a legal or circumstances whatsoever. In the event that the Borrower equitable discharge or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or defense of any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesguarantor.

Unconditional Guaranty. Each The obligations of Guarantor hereby irrevocablyunder this Guaranty shall be performed without demand by Beneficiary Parties and shall be unconditional irrespective of the genuineness, unconditionally validity, regularity or enforceability, in whole or in part, of the Guaranteed Obligations, the Note, the Security Instrument or any other Loan Document, and jointly and severally guarantees, each as without regard to any other circumstance which might otherwise constitute a primary obligor and not merely as legal or equitable discharge of a surety, to a guarantor, a borrower or a mortgagor. Guarantor hereby waives the Administrative Agentbenefit of all principles or provisions of law, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption statutory or otherwise) , which are or might be in accordance conflict with the terms of this Guaranty and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor. Guarantor hereby waives the Loan Documents. The Guarantors’ guaranty benefits of any right of discharge under this Section is an absoluteany and all statutes or other laws relating to a guarantor, present and continuing guarantee of payment and not of collectabilitya surety, a borrower or a mortgagor, and is in no way conditional any other rights of a guarantor, a surety, a borrower or contingent upon any attempt to collect from a mortgagor, thereunder. Without limiting the Borrower, any generality of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other actionforegoing, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principalhereby waives, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United Statespresentment, at the place demand for payment specified in payment, protest, all notices with respect to the Loan Documents and this Guaranty which may be required by statute, rule of law or specified otherwise to preserve Beneficiary Parties’ rights against Guarantor under this Guaranty, including, but not limited to, notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, and notice of the incurring by such Administrative Agent in writingBorrower of any obligation or indebtedness. Guarantor also waives, to such Administrative Agent. The Guarantors further agreethe fullest extent permitted by law, promptly after demand, all rights to pay require Beneficiary Parties to the Administrative Agent, the Lenders and the (a) proceed against Borrower or any other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender guarantor of Borrower’s payment or other Secured Party in connection performance with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of respect to the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.(an “Other Guarantor”),

Unconditional Guaranty. Each Guarantor hereby irrevocablyunconditionally, unconditionally and jointly and severally guaranteesseverally, guarantees (each, a "Guaranty" or "Note Guarantee") to each as holder of a primary obligor Note authenticated by the Trustee and not merely as a surety, to the Administrative AgentTrustee and its successors and assigns, irrespective of the validity regularity, or enforceability of this Indenture, the Lenders and Notes or the other Secured Parties the due and punctual payment obligations of the Company hereunder, that: (a) the principal of and the of, premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan DocumentsNotes will be promptly paid in full when due, when and as the same shall become due and payable (whether at stated maturity or maturity, by optional or mandatory prepayment or by declarationacceleration, redemption or otherwise, and interest on the overdue principal and interest on any overdue interest on the Notes and all other obligations of the Company to the Noteholders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the Loan Documentsextension or renewal, whether at stated maturity, by acceleration or otherwise. The Guarantors’ guaranty under Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Section is an absolute, present and continuing a guarantee of payment and not a guarantee of collectabilitycollection. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, and is in no way conditional irrespective of the validity, regularity or contingent upon enforceability of the Notes or this Indenture, the absence of any attempt action to collect from enforce the Borrowersame, any waiver or consent by any Noteholder with respect to any provisions hereof or thereof, the recovery of any judgment against the Guarantors Company, any action to enforce the same or any other guarantor circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Guaranteed Obligations (Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture, and this Note Guarantee. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any portion thereof) custodian, trustee, liquidator or upon other similar official acting in relation to the Company or any other actionGuarantor, occurrence or circumstances whatsoever. In any amount paid by the event that the Borrower Company or any Guarantor to the Trustee or such Noteholder, this Note Guarantee, to the extent theretofore discharged, shall fail so to pay be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Noteholders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purpose of this Guaranty, notwithstanding any such principalstay, premium, interest injunction or other amount to prohibition preventing such acceleration in respect of the Administrative Agentobligations guaranteed hereby, a Lender or any other Secured Party, and (y) in the Guarantors will pay the same forthwith, without demand, presentment, protest or notice event of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights acceleration of such Administrative Agentobligations as provided in Article 8, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors such obligations (whether in a bankruptcy proceeding or otherwisenot due and payable) following any default in payment shall forth become due and payable by each Guarantor for the purpose of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesthis Note Guarantee.

Unconditional Guaranty. Each The Guarantor hereby irrevocablyunconditionally, unconditionally absolutely and jointly and severally guarantees, each as a primary obligor and not merely as a surety, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, and becomes surety, as though it was a primary obligor for, the other Secured Parties the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the principal United States or any similar laws of and any country or jurisdiction) of all Lender Indebtedness, including, without limiting the premiumgenerality of the foregoing, if anyall obligations, liabilities, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant indebtedness from time to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms time of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Borrower or any other guarantor of Guarantor to the Guaranteed Obligations (Administrative Agent or any portion thereofLender (or, in the case of a Swap Agreement, any Affiliate of any Lender) under or upon in connection with the Credit Agreement or any other actionLoan Document, occurrence whether for principal, interest, fees, indemnities, expenses, or circumstances whatsoever. In otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the event that commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor shall fail so or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Lender Indebtedness, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to pay time, regardless of whether any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice extensions of any kind (all of which credit are waived by the Guarantors to the fullest extent permitted by law), in lawful money excess of the United States, at the place for payment specified in amount committed under or contemplated by the Loan Documents or specified by such Administrative Agent are made in writing, circumstances in which any condition to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights any extension of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or credit is not satisfied) (all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment foregoing obligations, liabilities and indebtedness, including but not limited to Lender Indebtedness, are referred to herein collectively as the "Obligations" and each as an "Obligation"). Without limitation of the foregoing, any of the Guaranteed Obligations shall be and remain Obligations entitled to the benefit of this Guaranty Agreement if the Administrative Agent or the obligations any of the Guarantors hereunderLenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, includingor any other Obligations, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the any other Secured PartiesPerson.

Unconditional Guaranty. Each Guarantor (a) For so long as the Initial Lender Exposure is greater than zero, the guarantor hereby irrevocably, unconditionally and jointly and severally guaranteesirrevocably guarantees (such guaranty referred to herein as the “Guaranty”) to each Lender, each as a primary obligor and not merely as a surety, to the Administrative AgentAgent and the Collateral Agent and their respective successors and assigns, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premiumwhen due, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated scheduled maturity or by optional or mandatory prepayment or by declarationacceleration, redemption demand or otherwise) , of all payment obligations of the Borrower now or hereafter existing under or in accordance with the terms respect of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteDocuments (including, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerwithout limitation, any extensions, modifications, substitutions, amendments or renewals of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (foregoing obligations), whether in a bankruptcy proceeding direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the obligation of the Borrower to pay principal, interest, charges, expenses, fees, attorneys’ fees and expenses disbursements, indemnities and other amounts payable by the Borrower under any Loan Document (such obligations being the “Guaranteed Obligations”). Failing payment when due of counsel any amount so guaranteed, the guarantor shall be obligated to pay the same immediately. For the avoidance of doubt, the guarantor’s obligations hereunder shall in all cases be subject to the provisions of the Agreement and each Assignment and Acceptance regarding each Redirected Payment (as defined in any Assignment and Acceptance). (b) The guarantor hereby agrees that its guarantee obligations shall be unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Obligations or the Agreement, the absence of any action to enforce the same, any waiver or consent by any Lender, the Administrative Agent and the Collateral Agent with respect to any provisions of the Agreement or this Guaranty, the recovery of any judgment against the Borrower, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than complete, irrevocable payment of the Guaranteed Obligations). The guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest, notice and all demands whatsoever and covenants that this Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes, the Agreement and this Guaranty. This Guaranty is a guaranty of payment and not of collection. The guarantor further agrees that, as between it, on the one hand, and the Lenders, the Administrative Agent and the Collateral Agent, such Lenders and on the other Secured Partieshand, (i) subject to this Guaranty, the maturity of the Guaranteed Obligations may be accelerated as provided in Article VI of the Agreement for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (ii) in the event of any acceleration of such obligations as provided in Article VI of the Agreement, such Guaranteed Obligations shall forthwith become due and payable by the guarantor for the purpose of this Guaranty. (c) No stockholder, manager, member, officer, director, employee or incorporator, past, present or future, of the guarantor, as such, shall have any personal liability under this Guaranty by reason of his, her or its status as such stockholder, manager, member, officer, director, employee or incorporator.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Facility Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Facility Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Master Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Facility Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Facility Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Master Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Master Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Master Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Facility Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Master Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Subject to the collection priority provisions contained hereinbelow, Guarantor hereby irrevocably, absolutely and unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to guarantees the Administrative Agent, the Lenders and the other Secured Parties the due and punctual prompt payment in full of all of the principal of Obligations as and when the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall respective parts thereof become due and payable (whether at stated maturity payable. Notwithstanding any provisions to the contrary contained in this Guaranty or in any other Guaranty held by optional or mandatory prepayment or by declarationLender guaranteeing the Obligations, redemption or otherwise) in accordance with the terms Lender agrees that it shall seek satisfaction of the Loan DocumentsObligations in the following order of priority: First, from the Borrower; Second, from Camelot Distribution Group, Inc. pursuant to its Commercial Guaranty of the Obligations; Third, from the Guarantor hereunder, pursuant to this Guaranty; and Fourth from ▇▇▇▇▇▇ ▇. The Guarantors’ ▇▇▇▇▇▇ pursuant to his personal Guaranty of the Obligations. If the Obligations, or any part thereof, shall not be paid in full when due and payable, then the Lender shall have the right to proceed directly against the Borrower and the various Guarantors in the foregoing order of priority to collect the payment in full of the Obligations. This is a guaranty under this Section is an absolute, present and continuing guarantee of payment and not merely a guaranty of collectabilitycollection, and is in no way conditional Guarantor hereby waives each and every guarantorship and suretyship defense, generally unless otherwise herein agreed. The “Obligor” means any entity, or contingent upon any attempt to collect from the Borrower, any of its property, that is or shall be obligated on the Guarantors Obligations or any other guarantor of the Guaranteed Obligations (or part thereof in any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders manner and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, includingincludes, without limitation, Borrower or Guarantor, and any other co-maker, endorser, guarantor of payment, subordinating creditor, assignor, grantor of a security interest, pledgor, mortgagor or any hypothecator of property. “Collateral” means, collectively, all property securing the fees and expenses of counsel to Obligations or any part thereof at the Administrative Agent, such Lenders and the other Secured Partiestime in question.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Purchaser without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such Administrative Agent in writingany collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to such Administrative Agentrequire the Purchaser to make demand on or proceed against any Obligor, any Originator, the Master Servicer or the Indemnification Guarantor or any other Person or to require the Purchaser to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchaser in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Purchaser from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Master Servicer or the Indemnification Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Master Servicer or the Indemnification Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Master Servicer, the Indemnification Guarantor or the Seller, on the one hand, and the Purchaser, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Administrative AgentSold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Termination Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, even though the Purchaser might have elected to apply such Lenders payment to any part or all of the Guaranteed Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Master Servicer, the Indemnification Guarantor or any Obligor may allege or assert against the Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each The Parent Guarantor hereby irrevocablyirrevocably and unconditionally guarantees to each holder of Notes, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment in full of (a) the principal of and the premiumof, Make-Whole Amount, if any, Modified Make-Whole Amount, if any, Net Loss with respect to any Swapped Note, if any, and interest on (including, without limitation, interest accruing after the Guaranteed Obligations filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, surseance van betaling, faillissement or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any and all other amounts due under or pursuant to the Loan DocumentsNotes, when and as the same shall become due and payable (whether at stated maturity or by required or optional or mandatory prepayment or by declaration, redemption acceleration or otherwise), and (b) in accordance with any other sums which may become due under the terms and provisions of this Agreement, the Loan DocumentsNotes, the Subsidiary Guaranty Agreement or any other instrument referred to herein or therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The Guarantors’ guaranty under this Section in the preceding sentence (the “Unconditional Guaranty”) is an absolute, present and continuing guarantee guaranty of payment and not of collectability, collectibility and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Company or any other guarantor of the Guaranteed Obligations (or any portion thereof) Notes or upon any other action, occurrence or circumstances circumstance whatsoever. In the event that the Borrower or any Guarantor Company shall fail so to pay any of such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured PartyGuaranteed Obligations, the Guarantors will Parent Guarantor agrees to pay the same forthwithwhen due to the holders of Notes entitled thereto, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)kind, in lawful money of the United StatesStates of America, at pursuant to the place requirements for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders this Agreement and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any Notes. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Parent Guarantor agrees that the Notes issued in connection with this Agreement may (but need not) make reference to this Section 23. The Parent Guarantor agrees to pay and to indemnify and save each holder of Notes harmless from and against any damage, loss, cost or expense (including attorneys' fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by the Parent Guarantor or by the Company of any warranty, covenant, term or condition in, or the obligations occurrence of the Guarantors hereunderany default under, including, without limitationthis Agreement, the fees Notes, the Subsidiary Guaranty Agreement or any other instrument referred to herein or therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Agreement, the Notes, the Subsidiary Guaranty Agreement or any other instrument referred to herein or therein and expenses (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of counsel to this Section 23. The Parent Guarantor hereby acknowledges and agrees that its liability hereunder is joint and several with any other Person(s) who may guarantee the Administrative Agentobligations and Indebtedness under and in respect of this Agreement, such Lenders the Notes and the other Secured PartiesSubsidiary Guaranty Agreement.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money and irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally The undersigned acknowledges that this Performance Covenant and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders Guaranty and the undersigned's obligations under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other Secured Parties agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the due and punctual payment obligations of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty undersigned under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations Guaranty or the obligations of the Guarantors hereunder, any other person or party (including, without limitation, the fees and expenses Company) relating to this Guaranty or the obligations of counsel the undersigned thereunder or otherwise with respect to the Administrative Agent, such Lenders Obligations. This Performance Covenant and Waiver sets forth the entire agreement and understanding of P▇▇▇▇▇ Capital and the undersigned, and the undersigned absolutely, unconditionally and irrevocably waives any and all rights to assert any defense, set-off, counterclaim or cross claim of any nature whatsoever with respect this Guaranty or the obligations of any other Secured Partiesperson or party (including, without limitation, the Company) relating to this Guaranty or the obligations of the undersigned hereunder or otherwise with respect to the Obligations in any action or proceeding brought by P▇▇▇▇▇ Capital to collect the Obligations, or any portion thereof, or to enforce the obligations of the undersigned under this Guaranty. The undersigned acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to the obligations of the undersigned under this Guaranty, except those specifically set forth in this Guaranty.

Unconditional Guaranty. Each The Guarantor hereby irrevocably, fully and unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, guarantees to the Administrative AgentTrustee and to each Holder of a Debt Security authenticated and delivered by the Trustee hereunder, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, such Security when and as the same shall become due and payable (payable, whether at stated maturity Stated Maturity or by optional or mandatory prepayment or by declaration, redemption declaration of acceleration or otherwise) in accordance with , according to the terms of the Loan Documentssuch Security and of this Indenture. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any In case of the Guarantors or any other guarantor failure of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so Company punctually to pay any such principalprincipal or interest, premiumthe Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, interest whether at the Stated Maturity or other amount by declaration of acceleration, or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of said Security or this Indenture, or any waiver, modification, consent or indulgence granted to the Administrative AgentCompany with respect thereto, a Lender by the Holder of said Security or the Trustee under this Indenture (unless the same shall also be provided to the Guarantor), the recovery of any judgment against the Company or any action to enforce the same, or any other Secured Party, circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby also agrees that its obligations hereunder shall be unaffected by the Guarantors will pay provisions of Article Sixteen and the same forthwith, without demandsubordination provisions of the Securities in favor of the Senior Indebtedness of the Company. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that the Guaranty will not be discharged except by payment in full of the principal of and interest on the Securities and the complete performance of all other obligations contained in the Securities. The Guaranty shall be subordinate in right of payment to Guarantor Senior Indebtedness as provided in Article Sixteen-A. The Guarantor shall be subrogated to all rights of the Holders of any kind (all Security against the Company in respect of which are waived any amounts paid by the Guarantors Guarantor pursuant to the fullest extent permitted by law), in lawful money provisions of the United StatesGuaranty; provided however, at that the place for payment specified in the Loan Documents Guarantor shall not be entitled to enforce or specified by such Administrative Agent in writingto receive any payments arising out of, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agentbased upon, such Lenders right of subrogation until the principal of and the other Secured Partiesinterest on all Securities issued hereunder shall have been paid in full.

Unconditional Guaranty. Each The Guarantor hereby irrevocablyunconditionally, unconditionally absolutely and jointly irrevocably guarantees to the Administrative Agent and severally guaranteeseach Lender and each Affiliate of each Lender, each and becomes surety, as though it was a primary obligor and not merely as a surety, to the Administrative Agentfor, the Lenders and the other Secured Parties the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the principal United States or any similar laws of and any country or jurisdiction) of all Lender Indebtedness, including, without limiting the premiumgenerality of the foregoing, if anyall obligations, liabilities, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant indebtedness from time to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms time of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Borrower or any other guarantor to the Administrative Agent or any of the Guaranteed Obligations (Lenders or any portion thereof) Affiliate of any Lender under or upon in connection with the Credit Agreement or any other actionLoan Document, occurrence whether for principal, interest, fees, indemnities, expenses, or circumstances whatsoever. In otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the event that commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor shall fail so or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Lender Indebtedness, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to pay time, regardless of whether any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice extensions of any kind (all of which credit are waived by the Guarantors to the fullest extent permitted by law), in lawful money excess of the United States, at the place for payment specified in amount committed under or contemplated by the Loan Documents or specified by such Administrative Agent are made in writing, circumstances in which any condition to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights any extension of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or credit is not satisfied) (all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment foregoing obligations, liabilities and indebtedness, including but not limited to Lender Indebtedness, are referred to herein collectively as the “Obligations” and each as an “Obligation”). Without limitation of the foregoing, any of the Guaranteed Obligations shall be and remain Obligations entitled to the benefit of this Guaranty Agreement if the Administrative Agent or the obligations any of the Guarantors hereunderLenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, includingor any other Obligations, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the any other Secured PartiesPerson.

Unconditional Guaranty. Each (i) The Guarantor hereby irrevocablyunconditionally, unconditionally absolutely and irrevocably jointly and severally guarantees, each as a primary obligor and not merely as a suretysurety the timely payment in full of all of the Obligations (as such term is defined in the Agreement), including but not limited to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the outstanding principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms balance of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteand all accrued and unpaid interest thereon, present and continuing guarantee of payment and not of collectabilityprovided however, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunderGuarantor under this Guaranty shall not exceed [insert defined term for 50% of amount funded] in the aggregate (the "Guaranty Cap"). (ii) The above provisions of Subsection 4(i) to the contrary notwithstanding, including, without limitationuntil all of the Obligations are paid in full, the fees Guarantor unconditionally, absolutely and irrevocably guarantees, as a primary obligor, and not merely as surety: (a) any amounts received by the Borrower and not paid to the Bank arising out of security deposits not returned to the depositing party; rents received or held after an Event of Default; rents prepaid more than one (1) month in advance relating to a period after the occurrence of an Event of Default; condemnation awards or insurance proceeds not applied as required by the Loan Documents; or (b) losses arising due to fraud, material misrepresentation or bad faith of the Borrower or the Guarantor; the Bank's reasonable costs and expenses in connection with the enforcement or collection of counsel the Guarantor's Obligations; losses, claims or causes of action under the Environmental Indemnity Agreement; and intentional waste of all or a part of the Real Estate Collateral. The obligations of the Guarantor set forth in the immediately preceding paragraphs are hereinafter collectively referred to as the "Guarantor's Obligations". If the Borrower defaults under any Obligations and the Bank has elected to exercise its remedies under Section 7.2 of the Agreement, the Guarantor will pay the Guarantor’s Obligations to the Administrative AgentBank. Until the Obligations are indefeasibly paid in full, the Guarantor's Obligations shall not be reduced in any manner whatsoever by any amounts which the Bank may realize after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such Lenders and person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by the Guarantor (other Secured Partiesthan, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guarantor's Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of and Seller under the premiumSeller Guaranty are absolute, if anyirrevocable, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documentsunconditional, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent 50 or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Official Body shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Purchaser Party, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Supporting Assets, (F) any defenses, set-offs or counterclaims which any Purchaser Party or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and the satisfaction and usury, and (G) any other Secured Parties.act or

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, irrevocably (i) guaranties to each as a primary obligor and not merely as a surety, to of the Administrative Agent, the Lenders and the other Secured Guaranteed Parties the due and punctual payment performance and observance by the Originator and its successors and assigns of all of the principal of terms, covenants, conditions, agreements and the premium, if any, and interest undertakings on the Guaranteed Obligations and any and all other amounts due under or pursuant to part of the Loan Documents, when and Originator (in its capacity as the same shall become due Originator or as the Servicer) to be performed or observed under the Sale and payable (whether at stated maturity Contribution Agreement, the Servicing Agreement or by optional or mandatory prepayment or by declaration, redemption or otherwise) any of the other Related Documents in accordance with the terms thereof, including the punctual performance when due of all payment obligations of the Loan Documents. The Guarantors’ guaranty Originator now or hereafter existing under this Section is an absolutethe Sale and Contribution Agreement, present and continuing guarantee of payment and not of collectability, and is in no way conditional the Servicing Agreement or contingent upon any attempt to collect from the Borrower, any of the Guarantors other Related Documents, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being herein collectively the "Originator Obligations"), and (ii) agrees to pay any other guarantor and all expenses (including fees and expenses of attorneys, auditors and accountants) incurred by any of the Guaranteed Obligations (Parties in enforcing any rights under this Agreement; provided, that the foregoing unconditional undertaking of each of the Guarantors is not intended to, and shall not, constitute a guarantee of the collectibility or any portion thereof) payment of the Transferred Receivables or upon any other action, occurrence or circumstances whatsoeverthe Advances. In the event that the Borrower Originator shall fail in any manner whatsoever to perform or observe any of its Originator Obligations when the same shall be required to be performed or observed under the Sale and Contribution Agreement, the Servicing Agreement or any Guarantor shall fail so to pay any such principalof the other Related Documents, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, then each of the Guarantors will pay itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, the same forthwithOriginator Obligations, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors and it shall not be a condition to the fullest extent permitted by law), in lawful money accrual of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all obligation of the Guarantors hereunder to perform or observe the Originator Obligation (whether in a bankruptcy or to cause the same to be performed or observed) that any Guaranteed Party shall have first made any request of or demand upon or given any notice to any Guarantor or to the Originator or their respective successors or assigns, or have instituted any action or proceeding or otherwise) following against any default in payment of any of the Guaranteed Obligations Guarantor or the obligations Originator or their respective successors or assigns in respect thereof. This Agreement constitutes a guaranty of the Guarantors hereunder, including, without limitation, the fees payment and expenses performance (not of counsel to the Administrative Agent, such Lenders and the other Secured Partiescollection).

Unconditional Guaranty. Each Guarantor (other than a Guarantor that has executed and delivered to Agent a separate guaranty of the Obligations) hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the prompt when due and punctual payment payment, when due (whether due at scheduled maturity or on any date of required prepayment or by acceleration, demand or otherwise) of all Obligations to Secured Parties and all indebtedness at any time or times payable under this Guaranty, whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (all such indebtedness, liabilities and other obligations being referred to collectively as the "Guaranteed Obligations"). Without limiting the generality of the principal foregoing, each Guarantor's liability shall extend to all amounts that constitute part of and the premium, if any, and interest on the Guaranteed Obligations and would be owed by any and all other amounts due Loan Party to any Secured Party under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms respect of any of the Loan DocumentsDocuments but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving such other Loan Party. The Each Guarantors’ ' guaranty under this Section 10.01 is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) Loan Party or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or If any Guarantor Loan Party shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will shall pay the same forthwith, forthwith without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by lawApplicable Law), in lawful money of the United StatesDollars, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors Each Guarantor further agreeagrees, promptly after demand, to pay to the Administrative Agent, the Lenders Agent and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender Agent or other Secured Party Parties in connection with enforcing the rights of such Administrative Agent, Lenders and Agent or the other Secured Parties against the Borrower and any or all of the Guarantors Loan Party (whether in a bankruptcy proceeding an Insolvency Proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative AgentAgent Professionals, such Lenders and the other Secured Parties. Notwithstanding anything to the contrary contained in this Guaranty, the definition of "Guaranteed Obligations" shall not create any Guarantee by any Loan Party of (or grant of a security interest by any Loan Party to support, as applicable) any Excluded Swap Obligation of such Loan Party for purposes of determining any obligations of any Loan Party.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders Issuing Banks and the other Secured Parties Banks (including, without limitation, the Other Currency Lenders, the Swing Line Lender) the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the any Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the any Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, the Issuing Banks or a Lender or any other Secured PartyBank, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders Issuing Banks and the other Secured Parties Banks the costs and expenses incurred by such Administrative Agent, Lender Issuing Bank or other Secured Party Bank in connection with enforcing the rights of such Administrative Agent, Lenders Issuing Banks, and Banks against any or all of the other Secured Parties against the Borrower Borrowers and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, Issuing Banks and such Lenders and the other Secured PartiesBanks.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or any Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or any Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or any Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, any Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), 748740795 18564151 including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Event of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, any Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of and SPE under the premiumSPE Guaranty are absolute, if anyirrevocable, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documentsunconditional, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by lawapplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of all Guaranteed Obligations), in lawful money . The SPE agrees that the SPE Guaranty may be enforced by the Administrative Agent or the Purchaser/Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the SPE Obligations or otherwise, and the SPE hereby waives the right to require the Administrative Agent in writingor the Purchaser/Lenders to make demand on or proceed against any Obligor (or request any Originator, the Servicer or the Performance Guarantor to such do so as provided under the Transaction Documents) or any other Person or to require the Administrative AgentAgent or the Purchaser/Lenders to pursue any other remedy or enforce any other right. The Guarantors SPE further agree, promptly after demand, to pay to agrees that nothing contained herein shall prevent the Administrative AgentAgent or the Purchaser/Lenders from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the SPE Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the SPE’s obligations under the SPE Guaranty; it being the purpose and intent of the SPE that its obligations under the SPE Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the SPE Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Lenders and Servicer or the other Secured Parties the costs and expenses incurred Performance Guarantor or by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all reason of the Guarantors (whether in a bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The SPE hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser/Lender on the SPE Guaranty or acceptance of the SPE Guaranty. All dealings between any Obligor, any Purchaser/Lender Party, on the one hand, and the Administrative Agent and the Purchaser/Lenders, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the SPE Guaranty. The SPE Guaranty and the obligations of the Guarantors hereunder, including, without SPE under the SPE Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser/Lender shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Supporting Assets, (F) any defenses, set-offs or counterclaims which any Purchaser/Lender Party or any Obligor may allege or assert against the Administrative Agent or any Purchaser/Lender in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than payment in full of all Guaranteed Obligations), and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the SPE as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, (a) No action which any Guaranteed Party may take or omit to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment take in connection with any of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when any of the Guaranteed Obligations or any Security, and no course of dealing of any Guaranteed Party with any Obligor or any other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against any Guaranteed Party, regardless of whether any such action or inaction may increase any risks to or liabilities of any Guaranteed Party or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, each Guarantor hereby expressly agrees that each Guaranteed Party may, from time to time, without notice to (except as the same shall become due and payable (whether at stated maturity contemplated hereby or by optional any other Loan Document) or mandatory prepayment the consent of such Guarantor, do any or by declarationall of the following, redemption or otherwise) in each case, in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section : (i) amend, change or modify, in whole or in part, any one or more of the other Loan Documents (except an amendment to a Loan Document to which a Guarantor is an absolutea party to the extent such amendment requires the consent of such Guarantor) and give or refuse to give any waivers or other indulgences with respect thereto; (ii) neglect, present and continuing guarantee delay, fail, or refuse to take or prosecute any action for the collection or enforcement of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Obligor or any other guarantor Person, or to take any other action concerning the Guaranteed Obligations or the Loan Documents; (iii) accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such whether for principal, premiuminterest, interest fees, expenses, indemnifications, affirmative or other amount to the Administrative Agentnegative covenants, a Lender or otherwise); (iv) compromise or settle any unpaid or unperformed Guaranteed Obligation or any other Secured obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Loan Documents; (v) take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security (if any) for any or all of the Guaranteed Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect any Guaranteed Party’s rights in any or all Security (if any); (vi) discharge, release, substitute or add any Obligor; or (vii) apply all monies received from Obligors or others, or from any Security for any of the Guarantors will pay Guaranteed Obligations, as the same forthwithGuaranteed Parties may determine to be in their best interest, without demandin any way being required to marshal Security or assets or to apply all or any part of such monies upon any particular Guaranteed Obligations. (b) Except pursuant to a transaction permitted by the Credit Agreement or any other Loan Document, presentment, protest no action or notice inaction of any kind (all Obligor or any other Person, and no change of which are waived by Law or circumstances, shall release or diminish any Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against any Guaranteed Party. Without limiting the Guarantors foregoing, each Guarantor, to the fullest extent permitted by law)applicable Law, in lawful money hereby waives any defense of the United States, at the place for payment specified in the Loan Documents a surety or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the guarantor or any other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party obligor on any obligations arising in connection with enforcing or in respect of any of the rights following and hereby unconditionally and irrevocably agrees that its obligations under this Guaranty are absolute and unconditional and shall not be released, diminished, impaired, reduced, or affected by the occurrence of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors following from time to time, even if occurring without notice to or without the consent of such Guarantor: (whether i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any other Obligor or any other proceedings involving any other Obligor or any of the assets of any other Obligor under Debtor Relief Laws or other Laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any other Obligor, any properties of any other Obligor, or the estate in bankruptcy of any other Obligor in the course of or resulting from any such proceedings; (ii) the failure by any Guaranteed Party to file or enforce a bankruptcy claim in any proceeding described in the immediately preceding subsection or otherwiseto take any other action in any proceeding to which any other Obligor is a party; (iii) following the release by operation of Law of any default in payment other Obligor from any of the Guaranteed Obligations or any other obligations to any Guaranteed Party; (iv) the invalidity, deficiency, illegality, or unenforceability of any of the Guaranteed Obligations of any other Obligor or the obligations any other Loan Document, in whole or in part, any bar by any statute of limitations or other Law of recovery on any of the Guarantors hereunderGuaranteed Obligations of any other Obligor, includingor any defense or excuse of any other Obligor for failure to perform on account of force majeure, without limitationact of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever, other than payment; (v) the fees absence of any attempt to collect the Guaranteed Obligations or any part of them from Borrower (or from any other Obligor), or other action to enforce the same; (vi) the failure by any Guaranteed Party to take any steps to perfect and expenses maintain any Lien on, or to preserve any rights to, any Security (if any); (vii) any Guaranteed Party’s election, in any proceeding instituted under Chapter 11 of counsel the Bankruptcy Code, of the application of Section 1111 (b)(2) of the Bankruptcy Code or any applicable provisions of any other Debtor Relief Law; (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Party’s claim (or claims) for repayment of the Guaranteed Obligations; (ix) any use of cash collateral under Section 363 of the Bankruptcy Code; (x) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (xi) the avoidance of any Lien in favor of the Guaranteed Parties or any of them for any reason; (xii) any requirement of Law affecting any term of any Guarantor’s obligations under this Guaranty; (xiii) the failure of any other Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any other Obligor, or any Guaranteed Party; (xiv) the fact that such Guarantor may have incurred directly part of the Guaranteed Obligations or is otherwise primarily liable therefor; or (xv) without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by such Guarantor under this Guaranty. (c) Administrative Agent, such Lenders on behalf of the Guaranteed Parties, may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security hereafter existing for the payment or performance of any of the Guaranteed Obligations. Administrative Agent, on behalf of the Guaranteed Parties, may maintain an action against any Guarantor on this Guaranty without joining any other Secured PartiesObligor therein and without bringing a separate action against any other Obligor. (d) This is a continuing guaranty and shall apply to and cover all Guaranteed Obligations, whether now existing or in the future, and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Master Servicer or Moog or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Master Servicer or Moog or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Master Servicer or Moog. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Master Servicer, Moog or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the 744072627 21691544 37 Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Master Servicer, Moog or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each The Guarantor hereby irrevocablyunconditionally, unconditionally absolutely and jointly irrevocably guarantees to the Administrative Agent and severally guaranteeseach Lender and each Affiliate of each Lender, each and becomes surety, as though it was a primary obligor for, the full and not merely as a suretypunctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Lender Indebtedness, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under Agent or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Lenders or any Affiliate of any Lender under or in connection with the Credit Agreement or any other guarantor Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the commencement of the Guaranteed Obligations (any bankruptcy, insolvency, reorganization, or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that similar proceeding with respect to the Borrower or any Guarantor shall fail so or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Lender Indebtedness, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to pay time, regardless of whether any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice extensions of any kind (all of which credit are waived by the Guarantors to the fullest extent permitted by law), in lawful money excess of the United States, at the place for payment specified in amount committed under or contemplated by the Loan Documents or specified by such Administrative Agent are made in writing, circumstances in which any condition to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights any extension of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or credit is not satisfied) (all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment foregoing obligations, liabilities and indebtedness, including but not limited to Lender Indebtedness, are referred to herein collectively as the “Obligations” and each as an “Obligation”). Without limitation of the foregoing, any of the Guaranteed Obligations shall be and remain Obligations entitled to the benefit of this Guaranty Agreement if the Administrative Agent or the obligations any of the Guarantors hereunderLenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, includingor any other Obligations, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the any other Secured PartiesPerson.

Unconditional Guaranty. Each Guarantor hereby irrevocablyagrees that, unconditionally except as hereinafter provided, its obligations under this Guaranty shall be irrevocable, absolute and jointly and severally guaranteesunconditional, each as a primary obligor and not merely as a surety, to irrespective of (i) the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment validity or enforceability of the principal Obligations or any part thereof, or of and the premium, if any, and interest on the Guaranteed Obligations and any and promissory note or other document evidencing all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms any part of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteObligations, present and continuing guarantee (ii) the absence of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Borrower or any other guarantor all or any part of the Guaranteed Obligations or other action to enforce the same, (iii) the waiver or consent by Lender with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter executed by Borrower or any other guarantor, and delivered to Lender, (iv) failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights, title or interest in and to, any security or collateral for the Obligations, (v) the existence or nonexistence of any defenses which may be available to Borrower or any other guarantor with respect to all or any part of the Obligations, (vi) the institution of any proceeding under Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended (the “Bankruptcy Code”), or any similar proceeding, by or against Borrower or any other guarantor or Lender’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code (or use of cash collateral under Section 363 of the Bankruptcy Code), (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion thereofof Lender’s claim(s) for repayment of the Obligations, or upon (ix) any other action, occurrence circumstance which might otherwise constitute a legal or circumstances whatsoever. In the event that the Borrower equitable discharge or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or defense of any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesguarantor.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without 183 767077577.9 demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Sellers under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and each Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make a demand on or proceed against any Obligor, any Originator, any Servicer or the Performance Guarantor or any other Person or to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to require the Administrative Agent, Agent or the Lenders and Purchasers to pursue any other remedy or enforce any other right. Each Seller further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the other Secured Parties Administrative Agent or the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. Each Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Sellers’ obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a bankruptcy proceeding any manner whatsoever by an impairment, modification, change, release, increase or otherwise) following limitation of the liability of any default in payment Obligor, any Originator, any Servicer or the Performance Guarantor or by reason of the bankruptcy, insolvency, liquidation, receivership, dissolution or winding-up of any Obligor, any Originator, any Servicer or the Performance Guarantor. Each Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, any Servicer, the Performance Guarantor or any Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. Each Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Sellers under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which any Seller, any Originator, any Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of any Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of and RPA Guarantor under the premiumSeller Guaranty are absolute, if anyirrevocable, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documentsunconditional, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The RPA Guarantor agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the RPA Guarantor hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors RPA Guarantor further agree, promptly after demand, agrees that no Person or Official Body shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty in accordance with the terms hereof. The RPA Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the RPA Guarantor’s obligations under the Seller Guaranty; it being the purpose and intent of the RPA Guarantor that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor 127256974\V-8 any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The RPA Guarantor hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. The RPA Guarantor hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without RPA Guarantor under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Supporting Assets, (F) any defenses, set-offs or counterclaims which any Purchaser Party or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the RPA Guarantor as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocablyagrees that, unconditionally except as hereinafter provided, his obligations under this Guaranty shall be irrevocable, absolute and jointly and severally guaranteesunconditional, each as a primary obligor and not merely as a surety, to irrespective of (i) the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment validity or enforceability of the principal Obligations or any part thereof, or of and the premium, if any, and interest on the Guaranteed Obligations and any and promissory note or other document evidencing all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms any part of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteObligations, present and continuing guarantee (ii) the absence of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Borrower or any other guarantor all or any part of the Guaranteed Obligations or other action to enforce the same, (iii) the waiver or consent by Lender with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter executed by Borrower or any other guarantor, and delivered to Lender, (iv) failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights, title or interest in and to, any security or collateral for the Obligations, (v) the existence or nonexistence of any defenses which may be available to Borrower or any other guarantor with respect to all or any part of the Obligations, (vi) the institution of any proceeding under Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended (the “Bankruptcy Code”), or any similar proceeding, by or against Borrower or any other guarantor or Lender’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code (or use of cash collateral under Section 363 of the Bankruptcy Code), (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion thereofof Lender’s claim(s) for repayment of the Obligations, or upon (ix) any other action, occurrence circumstance which might otherwise constitute a legal or circumstances whatsoever. In the event that the Borrower equitable discharge or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or defense of any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesguarantor.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally severally, irrevocably and unconditionally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders Banks and the other Secured Parties Administrative Agent the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by demand, declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty guarantee of the Guarantors under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect the Guaranteed Obligations, or any them, from the Borrower, any Subsidiary of the Guarantors Borrower or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor Subsidiary of the Borrower shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Partyamount, the Guarantors will will, jointly and severally, pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment from time to time specified in the Loan Documents or specified by such the Administrative Agent in writing, to such the Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders Agent and the other Secured Parties Banks the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such the Administrative Agent, Lenders Agent and the other Secured Parties Banks against the Borrower and any or all of the Guarantors hereunder (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of the counsel to the Administrative Agent, such Lenders Agent and the other Secured PartiesBanks.

Unconditional Guaranty. Each The Guarantor hereby irrevocablyunconditionally, unconditionally absolutely and jointly irrevocably guarantees to the Administrative Agent and severally guaranteeseach Lender and each Affiliate of each Lender, each and becomes surety, as though it was a primary obligor for, the full and not merely as a suretypunctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Lender Indebtedness, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under Agent or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Lenders or any Affiliate of any Lender under or in connection with the Credit Agreement or any other guarantor Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the commencement of the Guaranteed Obligations (any bankruptcy, insolvency, reorganization, or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that similar proceeding with respect to the Borrower or any Guarantor shall fail so or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Lender Indebtedness, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to pay time, regardless of whether any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice extensions of any kind (all of which credit are waived by the Guarantors to the fullest extent permitted by law), in lawful money excess of the United States, at the place for payment specified in amount committed under or contemplated by the Loan Documents or specified by such Administrative Agent are made in writing, circumstances in which any condition to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights any extension of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or credit is not satisfied) (all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment foregoing obligations, liabilities and indebtedness, including but not limited to Lender Indebtedness, are referred to herein collectively as the "Obligations" and each as an "Obligation"). Without limitation of the foregoing, any of the Guaranteed Obligations shall be and remain Obligations entitled to the benefit of this Guaranty Agreement if the Administrative Agent or the obligations any of the Guarantors hereunderLenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, includingor any other Obligations, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the any other Secured PartiesPerson.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make a demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy proceeding or otherwise) following insolvency of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Termination Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, including the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Multicurrency Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ ' guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, the Multicurrency Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, applicable Currency and at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Multicurrency Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Multicurrency Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Multicurrency Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, including the fees and expenses of counsel to the Administrative Agent, the Multicurrency Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each To induce Contractor to enter into this Agreement with Subcontractor and from time to time, to issue Work Orders hereunder for the Subcontract work as describe therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor (s) hereby irrevocablyunconditionally, unconditionally irrevocably and absolutely, jointly and severally guaranteesguaranty the performance of each and every obligation of Subcontractor, each as a primary obligor including warranties, under the Subcontract, any Work Order issued and not merely as a suretyaccepted hereunder, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and and/or any and all other amounts due under modifications or Change Orders issued pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documentsthis Subcontract. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any obligation of the Guarantors Guarantor (s) shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any other guarantor of the Guaranteed Obligations (Surety or any portion thereofGuarantor. Guarantor(s) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demandhereby waive(s) all diligence, presentment, protest demand, and protest, and agree to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor(s) further agree(s) that Contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor(s) further agree(s) that at any time, without notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by lawGuarantor(s), in lawful money Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within any covenant, agreement, or warranty under the Subcontract; (b) amend or change the scope of the United States, at the place Subcontract by Change Order; or (c) alter or amend any time for payment specified in or amounts of payment, whether such payments are partial payments or final payment; all without affecting the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders liability and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights obligation of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwiseGuarantor(s) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. (i) In order to induce the Lenders to make Loans to the Company under this Agreement, but subject to Section 8.16(b) in the case of MJC, each Guarantor hereby unconditionally guarantees the payment in full of all Guaranteed Obligations. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on further agrees that the Guaranteed Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Guaranteed Obligations. (ii) Each Guarantor waives promptness, diligence, presentment to, demand of payment from and all other amounts due under or pursuant protest to the Credit Parties of any Guaranteed Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall be absolute and unconditional and not be affected by (a) the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Credit Party under the provisions of this Agreement or any other Loan DocumentsDocuments or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any other Loan Documents or any other agreement; (c) the failure of any Lender to exercise any right or remedy against any Credit Party; (d) the invalidity or unenforceability of any Loan Document; (e) any change in the corporate existence or structure of any Credit Party; (f) any claims or rights of set off that may be claimed by any Credit Party; (g) any law, regulation, decree or order of any jurisdiction or any event affecting any term of any Guaranteed Obligations; or (h) any other circumstance which might otherwise constitute a defense available to or discharge of a borrower or a guarantor (other than payment). (iii) Each Guarantor further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Credit Party or any other Person. (iv) The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Guarantors (or either of them) or otherwise operate as a discharge of the Guarantors (or either of them) as a matter of law or equity. (v) Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligations is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Credit Party or otherwise. (vi) In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Guarantors (or either of them) by virtue hereof, upon the failure of any Credit Party to pay any applicable Guaranteed Obligations when and as the same shall become due and payable (due, whether at stated maturity or maturity, by optional or mandatory acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by declarationthe Administrative Agent, redemption forthwith pay, or otherwise) cause to be paid, in accordance with cash the terms amount of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the such unpaid Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoeverObligations. In the event that that, by reason of the Borrower or bankruptcy of any Guarantor Credit Party, (i) acceleration of Loans made to such Credit Party is prevented and (ii) the Guarantors shall fail so to pay any not have prepaid the outstanding Loans and other amounts due hereunder owed by such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Credit Party, the Guarantors will pay forthwith purchase such Loans and other amounts at a price equal to the same forthwithprincipal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto. (vii) Following indefeasible payment in full in cash of all Guaranteed Obligations and the termination of the Commitments hereunder, without demand, presentment, protest or notice upon payment by either Guarantor of any kind Guaranteed Obligations, each Lender shall, in a reasonable manner, assign the amount of such Guaranteed Obligations owed to it and paid by such Guarantor pursuant to this guarantee to such Guarantor, such assignment to be pro tanto to the extent to which the Guaranteed Obligations in question were discharged by such Guarantor, or make such Disposition thereof as such Guarantor shall direct (all of which are waived without recourse to any Lender and without any representation or warranty by the Guarantors any Lender except with respect to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any amount of the Guaranteed Obligations so assigned). (viii) Upon payment by a Guarantor of any sums as provided in this Section 8.16, all rights of such Guarantor against any other Credit Party arising as a result thereof by way of right of subrogation, contribution or otherwise shall in all respects be subordinated and junior in right of payment to the obligations prior indefeasible payment in full of all Guaranteed Obligations to the Lenders and termination of the Guarantors hereunder, including, without limitationCommitments. (ix) Anything herein or in any other Loan Document to the contrary notwithstanding, the fees maximum liability of each Guarantor in its capacity as a guarantor under this Section 8.16 shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and expenses of counsel state laws relating to the insolvency of debtors (after giving effect to the right of contribution established above). (x) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 8.16 or affecting the rights and remedies of the Administrative Agent, such Lenders Agent or any Lender hereunder. (xi) This is a continuing guaranty and applies to all Guaranteed Obligations whenever arising. This guaranty is irrevocable and will remain in full force and effect until the payment in full of the Guaranteed Obligations and all amounts payable hereunder and the other Secured Partiestermination of all of the agreements relating to the Guaranteed Obligations.

Unconditional Guaranty. Each (a) In consideration of the execution and delivery of this Agreement and the acquisition of the Notes by each of the Purchasers, each Guarantor hereby irrevocably, absolutely, unconditionally and jointly and severally guaranteeswith the other Guarantors guarantees to each holder, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment in full of (i) the principal of and the premium, if any, and interest on (including, without limitation, interest accruing after the Guaranteed Obligations filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, judicial or extrajudicial recovery or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and any and all other amounts due under or pursuant to the Loan Documents, Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional or mandatory prepayment or by declaration, redemption acceleration or otherwise), (ii) any other sums which may become due and payable under the terms and provisions of the Notes, this Agreement, any other Finance Document or any other instrument referred to herein or therein, and (iii) in accordance with the terms case of the Loan DocumentsParent Guarantor, the performance of all other obligations to be performed by the Company under this Agreement (all such obligations described in clauses (i), (ii) and (iii) above are herein called the “Guaranteed Obligations”). The Guarantors’ guaranty under this Section Guaranty in the preceding sentence is an absolute, present and continuing guarantee guaranty of payment and not of collectability, collectability and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Company or any other guarantor of the Guaranteed Obligations Notes (or including, without limitation, any portion thereofother Guarantor) or upon any other action, occurrence or circumstances circumstance whatsoever. In the event that the Borrower or any Guarantor Company shall fail so to pay when due any of such principalGuaranteed Obligations, premium, interest or other amount each Guarantor agrees to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwithwhen due to the holders entitled thereto, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)kind, in lawful money currency of the United StatesStates of America, at pursuant to the place requirements for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative AgentNotes and this Agreement. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with this Agreement may (but need not) make reference to the Guaranty provided in this Section 15. Notwithstanding anything to the contrary in this Agreement or in any other Finance Document, the maximum liability of the Guarantors under this Agreement and under the other Finance Documents shall not exceed an amount equal to the total aggregate outstanding obligations of the Guarantors hereunderCompany under the Finance Documents and the term “Guaranteed Obligations” shall be so interpreted and limited. (b) Each Guarantor agrees to pay when due and to indemnify and save each holder harmless from and against any damage, includingloss, without limitationcost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, the fees Notes, this Agreement, any other Finance Document or any other instrument referred to herein or therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (ii) any legal action commenced to challenge the validity or enforceability of the Notes, this Agreement, any other Finance Document or any other instrument referred to herein or therein and expenses (iii) enforcing or defending (or determining whether or how to enforce or defend) the provisions of counsel to the Administrative Agent, such Lenders and the other Secured Partiesthis Section 15.

Unconditional Guaranty. Each Guarantor hereby irrevocably, absolutely and unconditionally guarantees the prompt payment in full of all of the Obligations as and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to when the Administrative Agent, the Lenders and the other Secured Parties the respective parts thereof become due and punctual payable in accordance with this Guaranty. If the Obligations, or any part thereof, shall not be paid in full when due and payable, Lender shall have the right to proceed directly against Guarantor under this Guaranty to collect the payment in full of the principal Obligations so long as Lender shall have first used its reasonable efforts to proceed or shall then be proceeding against Borrower or Collateral of and the premiumBorrower (as defined below), if any, and interest on or any of the Guaranteed Obligations foregoing, it being understood that Lender, in its sole discretion, may proceed against any Obligor (as defined below) and any Collateral, and all other amounts due under may exercise each right, power or pursuant to the Loan Documents, when privilege that Lender may then have at such time or times and as often and in such order as Lender, in its sole discretion, may from time to time deem expedient to collect the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) payment in accordance with the terms full of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteObligations, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt so long as reasonable efforts have first been used to collect from the Borrower. Notwithstanding, in no event shall Lender be required to seek payment through judicial proceeding against Borrower, any prior to proceeding against Guarantor. In furtherance and not in limitation of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other actionforegoing, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified Guarantor hereby waives any right it may have whether now or in the Loan Documents or specified by such Administrative Agent in writingfuture, to such Administrative Agentrequire Lender to make an election of remedies, or otherwise bring a single action to enforce its remedies hereunder, so long as Lender shall have used reasonable efforts to first collect from Borrower. This is a guaranty of payment and not merely a guaranty of collection, and Guarantor hereby waives each and every guarantorship and suretyship defense, except for those defenses the Borrower would itself have a right to bring. The Guarantors further agree“Obligor” means any individual or entity, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of whose property, that is or shall be obligated on the Guaranteed Obligations or the obligations of the Guarantors hereunder, includingany part thereof in any manner and includes, without limitation, Borrower or Guarantor, and any other co-maker, endorser, guarantor of payment, subordinating creditor, assignor, grantor of a security interest, pledgor, mortgagor or any hypothecator of property. “Collateral” means, collectively, all property securing the fees and expenses of counsel to Obligations or any part thereof at the Administrative Agent, such Lenders and the other Secured Partiestime in question.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.. Conformed Credit Agreement - Page 108

Unconditional Guaranty. (a) Each U.S. Guarantor hereby irrevocablyabsolutely, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to irrevocably guarantees the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of when due (but not the principal of and the premiumcollection), if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated scheduled maturity or by optional or mandatory on any date of a required prepayment or by declarationacceleration, redemption demand or otherwise) , of all Obligations of each other Borrower now or hereafter existing under or in accordance with the terms respect of the this Agreement and each other Loan Documents. The Guarantors’ guaranty under this Section is an absoluteDocument (including, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerwithout limitation, any extensions, modifications, substitutions, amendments or renewals of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (whether in a bankruptcy proceeding or otherwise) following such obligations being the “Total Guaranteed Obligations”), and agrees to pay any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, and all expenses (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel counsel) incurred by the Administrative Agent, any L/C Issuer or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Total Guaranteed Obligations and would be owed by a Borrower to the Administrative Agent, any L/C Issuer or any Lender under or in respect of this Agreement and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Lenders Borrower. (b) Each Non-U.S. Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due (but not the collection), whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Secured PartiesNon-U.S. Borrower now or hereafter existing under or in respect of this Agreement and each other Loan Document (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, AMERICAS/2024709756.8 Lululemon Credit Agreement (2025) interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Non-U.S. Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel) incurred by the Administrative Agent, any L/C Issuer or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each Non-U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Non-U.S. Guaranteed Obligations and would be owed by a Non-U.S. Borrower to the Administrative Agent, any L/C Issuer or any Lender under or in respect of this Agreement and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. (c) In no event shall any Non-U.S. Guarantor guarantee the obligations of a U.S. Person. In this Article X, “Guaranteed Obligations” means (i) in respect of the U.S. Guarantors, the Total Guaranteed Obligations and (ii) in respect of the Non-U.S. Guarantors, the Non-U.S. Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guaranteesirrevocably guaranties, each as a primary obligor and not merely as a surety, to without offset or deduction, (a) the Administrative Agent, the Lenders and the other Secured Parties the due full and punctual payment when due of all obligations and amounts payable by Borrower to Kreos, however arising, including those arising under the Loan Agreement and any security agreement, pledge agreement or other agreement entered into or delivered in connection with the Loan Agreement (together with the Loan Agreement, the “Loan Documents”), including all fees and expenses payable by Borrower thereunder and all expenses incurred by Kreos in enforcing any rights under the Loan Documents or this Agreement and (b) the full performance and observance of all of the covenants, conditions and agreements provided in the Loan Documents to be performed or observed by Bo▇▇▇▇▇▇. In the case of a failure of Borrower punctually to make any payment of principal of, or interest, make-whole or premium in respect of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due Loan or under or pursuant to the Loan Documents, Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable (payable, whether at stated maturity or maturity, on a prepayment date, by optional or mandatory prepayment or by declarationdeclaration of acceleration, redemption or otherwise, as if such payment were made by Borrower, it being the intention of Guarantor that the guaranty set forth herein (the “Guaranty”) in accordance with the terms of the Loan Documents. The Guarantors’ shall be a guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollection. The obligations and agreements of Guarantor hereunder shall be performed and observed without requiring any notice of non-payment, and is in no way conditional non-performance or contingent upon any attempt to collect from the Borrowernon-observance, any of the Guarantors or any other guarantor of the Guaranteed Obligations (proof thereof or any portion thereof) or upon any other actiondemand therefor, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money Guarantor hereby expressly waives. All of the United Statesindebtedness, at obligations and liabilities described in this Section 1 are hereinafter collectively referred to as the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing“Obligations.” This Agreement together with any security agreement, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender pledge agreement or other Secured Party in connection with enforcing agreement securing this Agreement are hereinafter collectively referred to as the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties“Guaranty Documents.”

Unconditional Guaranty. (a) Each Guarantor Guarantor, jointly and severally, hereby irrevocablyabsolutely, unconditionally and jointly irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and severally guaranteeswhether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, each as a primary obligor Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and not merely as a surety, would be owed by any other Loan Party to the Administrative Agent or any Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving other Loan Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Agent or any Lender under this Guaranty or any other Secured Parties guaranty, such Guarantor will contribute, to the due maximum extent permitted by law, such amounts to each other Guarantor and punctual payment of each other guarantor so as to maximize the principal of aggregate amount paid to the Agent and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due Lenders under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms respect of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.