Common use of Amendments, Etc. With Respect to the Obligations Clause in Contracts

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor The Guarantors shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantors and without notice to or further assent by Guarantorthe Guarantors, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing the Master Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against any Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve Guarantor the Guarantors of its Obligations their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against Guarantorthe Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Lender may be rescinded by Buyer the Lender and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, time and in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Lender, and the Forbearance Agreement, and any Governing Agreement other documents executed and any other document delivered in connection therewith may be amended, restated, modified, supplemented or terminated, in whole or in part, as Buyer the Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Lender (and its Affiliates) for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Lender shall not have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property assets subject thereto. When making any demand hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent any Borrower or any other Personguarantor, and any failure by Buyer the Lender to make any such demand or to collect any payments from Seller, Parent a Borrower or any such other Person guarantor or any release of Seller, Parent a Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations respective obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor The Guarantors shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantors and without notice to or further assent by Guarantorthe Guarantors, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing the Master Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against any Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Sellers or any the other PersonGuarantors, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Sellers or any such the other Person Guarantors or any release of Seller, Parent the Sellers or such other Person Guarantors shall not relieve Guarantor the Guarantors of its Obligations their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against Guarantorthe Guarantors. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, Seller and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person Seller shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, Buyer and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Pledgor or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Pledgor or any such other Person or any release of Seller, Parent Pledgor or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Until the Obligations shall have been paid or performed in full, and subject to the provisions of Section 11 of this Guarantee, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing the Master Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Sellers or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent any Seller or any such other Person guarantor or any release of Seller, Parent any Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement the PC Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, Seller and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person Seller shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include include, but is not limited to, the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor The Pledgors shall remain obligated hereunder hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against Guarantorthe Pledgors, and without notice to or further assent by Guarantorthe Pledgors, any demand for payment of any of the Obligations made by Buyer the Administrative Agent or any Lender may be rescinded by Buyer the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of the Pledgors or any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered surrendered, or released by Buyerthe Administrative Agent or any Lender, and the Credit Agreement, any Governing Agreement other Loan Documents and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Lenders (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral securityguarantee, guarantee or right of offset or other collateral security at any time held by Buyer the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Neither the Administrative Agent nor any Lender shall have no any obligation to protect, secure, perfect or insure any lien other Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making The Pledgors waive any demand hereunder against Guarantorand all notice of the creation, Buyer mayrenewal, but shall be under no obligation to, make a similar demand on Seller, Parent extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any other PersonLender upon this Pledge Agreement; the Obligations, and any failure by Buyer of them, shall conclusively be deemed to make any such demand have been created, contracted or to collect any payments from Sellerincurred in reliance upon this Pledge Agreement; and all dealings between the Pledgors, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunderon the one hand, and the Administrative Agent and the Lenders, on the other, shall not impair likewise be conclusively presumed to have been had or affect consummated in reliance upon this Pledge Agreement. The Pledgors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For Pledgors with respect to the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Lender may be rescinded by Buyer the Lender and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Lender, and any Governing the Financing Facility Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Lender shall not have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent the Borrower or any other Personguarantor, and any failure by Buyer the Lender to make any such demand or to collect any payments from Seller, Parent the Borrower or any such other Person guarantor or any release of Seller, Parent the Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on any Seller, any Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from any Seller, any Parent or any such other Person or any release of any Seller, any Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the PMH Repurchase Agreement, and the other PMH Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, the Seller and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person the Seller or any release of Seller, Parent or such other Person the Seller shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include include, but is not limited to, the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer Lender may be rescinded by Buyer Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by BuyerLender, and any Governing Agreement the Loan Agreement, and the other Loan Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Lender shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, Borrower and any failure by Buyer Lender to make any such demand or to collect any payments from Seller, Parent or any such other Person Borrower or any release of Seller, Parent or such other Person Borrower shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer Lender against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, Buyer and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by Buyer the Noteholder may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty therefor or right of offset with respect thereto, may, from time **Pursuant to the previously delivered FOIA letter, ATIA letter and FOIPPA letter, please note that General Motors Corporation is requesting that this document, any cover e-mail note and the previously delivered FOIA letter, ATIA letter and FOIPPA letter receive confidential treatment pursuant to the Freedom of Information Act, the Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively. to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by Buyerthe Noteholder, and any Governing the Secured Note Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to timeprovided therein, and any collateral security, guarantee guaranty or right of offset at any time held by Buyer the Noteholder for the payment of the Obligations or the obligations of any Guarantor may be sold, exchanged, waived, surrendered or released. Buyer The Noteholder shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto. When making any demand hereunder against any Guarantor, Buyer the Noteholder may, but shall be under no obligation to, make a similar demand on Seller, Parent the Issuer or any other PersonGuarantor, and any failure by Buyer the Noteholder to make any such demand or to collect any payments from Seller, Parent the Issuer or any such other Person Guarantor or any release of Seller, Parent the Issuer or such other Person Guarantor shall not relieve any Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Noteholder against such Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Until the Obligations have been satisfied or paid in full, Guarantor shall remain obligated hereunder under this Guaranty notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement Transaction Document and any other document delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or releasedreleased in accordance with the Transaction Documents. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder under this Guaranty against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunderunder this Guaranty, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Lender may be rescinded by Buyer the Lender and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor therefore or right of offset with respect thereto, may, from time to time, time and in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Lender, and the Forbearance Agreement, and any Governing Agreement other documents executed and any other document delivered in connection therewith may be amended, restated, modified, supplemented or terminated, in whole or in part, as Buyer the Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Lender (and its Affiliates) for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Lender shall not have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property assets subject thereto. When making any demand hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent any Borrower or any other Personguarantor, and any failure by Buyer the Lender to make any such demand or to collect any payments from Seller, Parent a Borrower or any such other Person guarantor or any release of Seller, Parent a Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations respective obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Except as otherwise set forth herein, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When Except as otherwise set forth in Section 2 hereof, when making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Subject to Section 6 hereof, until the Obligations shall have been paid in full, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, Buyer and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against such Guarantor, and without notice to or further assent by such Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against GuarantorGuarantors, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve either Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against either Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Except as otherwise set forth herein, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When Except as otherwise set forth in Section 2 hereof, when making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Pledged Share Collateral Guarantor shall remain obligated hereunder hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledged Share Collateral Guarantor, and without notice to or further assent by the Pledged Share Collateral Guarantor, any demand for payment of any of the Obligations made by Buyer the Collateral Trustee or any other Secured Party may be rescinded by Buyer the Collateral Trustee or such other Secured Party, and any of the Obligations continued, and the Obligations, or the liability of the Pledged Companies or any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered surrendered, or released by Buyerthe Collateral Trustee or any other Secured Party, and any Governing Agreement the Indenture, the Notes, the Security Documents and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, in accordance with the Indenture and any collateral securityguarantee, guarantee or right of offset or other collateral security at any time held by Buyer the Collateral Trustee or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer None of the Collateral Trustee or any other Secured Party shall have no any obligation to protect, secure, perfect or insure any lien other Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making The Pledged Share Collateral Guarantor waives any demand hereunder against Guarantorand all notice of the creation, Buyer mayrenewal, but shall be under no obligation to, make a similar demand on Seller, Parent extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Trustee or any other PersonSecured Party upon this Pledge Agreement; the Obligations, and any failure by Buyer of them shall conclusively be deemed to make any such have been created, contracted or incurred in reliance upon this Pledge Agreement; and all dealings between the Pledged Companies and the Pledged Share Collateral Guarantor, on the one hand, and the Collateral Trustee and the other Secured Parties, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Pledge Agreement. The Pledged Share Collateral Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to collect any payments from Selleror upon the Pledged Companies, Parent the Pledged Share Collateral Guarantor or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect obligor with respect to the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Amendments, Etc. With Respect to the Obligations. Subject to Section 6 hereof, until the Obligations shall have been paid in full, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, Buyer and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Administrative Agent may be rescinded by Buyer the Administrative Agent and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, time and in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Administrative Agent, and the Credit Agreement, and any Governing Agreement other documents executed and any other document delivered in connection therewith may be amended, restated, modified, supplemented or terminated, in whole or in part, as Buyer the Administrative Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Administrative Agent (and its Affiliates) for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Administrative Agent shall not have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property assets subject thereto. When making any demand hereunder against the Guarantor, Buyer the Administrative Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent any Borrower or any other Personguarantor, and any failure by Buyer the Administrative Agent to make any such demand or to collect any payments from Seller, Parent a Borrower or any such other Person guarantor or any release of Seller, Parent a Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations respective obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Administrative Agent against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. WAIVER OF RIGHTS. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Administrative Agent or any Lender may be rescinded by Buyer such party and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released released, in accordance with the terms of such agreement, by Buyerthe Administrative Agent or any Lender and the Credit Agreement, and the Notes, the Security Documents, the other Loan Documents, any Governing Hedging Agreement with either Agent or Lender and any other collateral security document or other guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of such agreement, as Buyer the Administrative Agent and/or any Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Neither the Administrative Agent nor any Lender shall have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent the Borrower or any other Personguarantor, and any failure by Buyer the Administrative Agent or any Lender to make any such demand or to collect any payments from Seller, Parent the Borrower or any such other Person guarantor or any release of Seller, Parent the Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Administrative Agent against the Guarantor. For the purposes hereof “hereof, "demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer or Repo Agent to Seller A may be rescinded by Buyer or Repo Agent, as applicable, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by BuyerBuyer or Repo Agent, and any Governing the Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer or Repo Agent, as applicable, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer or Repo Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither Buyer nor Repo Agent shall have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty Agreement or any property subject thereto. When making any demand hereunder against Guarantor, Buyer or Repo Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other PersonSeller A, and any failure by Buyer or Repo Agent to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller A or any release of Seller, Parent or such other Person Seller A shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer or Repo Agent against Guarantor. For the purposes hereof “demand” shall include include, without limitation, the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Administrative Agent may be rescinded by Buyer the Administrative Agent, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Administrative Agent or Buyers, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Administrative Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Administrative Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Administrative Agent shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Administrative Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller Parties or any other Personguarantor, and any failure by Buyer the LEGAL02/36936773v5 Administrative Agent to make any such demand or to collect any payments from Seller, Parent the Seller Parties or any such other Person guarantor or any release of Seller, Parent the Seller Parties or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Administrative Agent or Buyers against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against either Guarantor, and without notice to or further assent by GuarantorGuarantors, any demand for payment of any of the Obligations made by Buyer the Administrative Agent may be rescinded by Buyer the Administrative Agent, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Administrative Agent or Buyers, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer the Administrative Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Administrative Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Administrative Agent shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against any Guarantor, Buyer the Administrative Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller Parties or any other Personguarantor, and any failure by Buyer the Administrative Agent to make any such demand or to collect any payments from Seller, Parent the Seller Parties or any such other Person guarantor or any release of Seller, Parent the Seller Parties or such other Person guarantor shall not relieve any Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Administrative Agent or Buyers against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent any Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent any Seller or any such other Person guarantor or any release of Seller, Parent any Seller or such other Person guarantor shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor (a) Each Pledgor shall remain obligated hereunder hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against Guarantorany Pledgor, and without notice to or further assent by Guarantorany Pledgor, any demand for payment of any of the Obligations made by Buyer the Administrative Agent or any Lender may be rescinded by Buyer the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of the Borrower or any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered surrendered, or released by Buyerthe Administrative Agent or any Lender, and the Loan Agreement, the Notes, any Governing Agreement other Loan Documents and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Lenders (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral securityguarantee, guarantee or right of offset or other collateral security at any time held by Buyer the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Neither the Administrative Agent nor any Lender shall have no any obligation to protect, secure, perfect or insure any lien other Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making Each Pledgor waives any demand hereunder against Guarantorand all notice of the creation, Buyer mayrenewal, but shall be under no obligation to, make a similar demand on Seller, Parent extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any other PersonLender upon this Agreement; the Obligations, and any failure by Buyer of them, shall conclusively be deemed to make have been created, contracted or incurred in reliance upon this Agreement; and all dealings between any such demand or to collect any payments from SellerPledgor, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunderon the one hand, and the Administrative Agent and the Lenders, on the other, shall not impair likewise be conclusively presumed to have been had or affect consummated in reliance upon this Agreement. Each Pledgor waives diligence, presentment, protest, demand for payment and notice (except as required by the rights and remedies, express Loan Agreement) of default or implied, nonpayment to or as a matter of law, of Buyer against Guarantor. For upon such Pledgor with respect to the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Amendments, Etc. With Respect to the Obligations. Subject to Section 6 hereof, until the Obligations shall have been paid in full, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, Buyer and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, such Guarantor and without notice to or further assent by such Guarantor, any demand for payment of any of the Obligations made by any Buyer Party to either Seller may be rescinded by the applicable Buyer Parties and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by Buyerany Buyer Party, and any Governing the Series 2024-VF1 Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer Parties may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Buyer Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. No Buyer Party shall have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against any Guarantor, the Buyer Parties may, but shall be under no obligation to, make a similar demand on any Seller, Parent or any other Person, and any failure by the Buyer Parties to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person any Seller shall not relieve any Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer Parties against such Guarantor. For the purposes hereof “demand” shall include include, without limitation, the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor Each Grantor shall remain obligated hereunder, and such Grantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against Guarantor, any Grantor and without notice to to, demand upon or further assent by Guarantorany Grantor (which notice, demand and assent requirements are hereby expressly waived by such Grantor), (a) any demand for payment of any of the Borrower Obligations made by Buyer any Secured Creditor may be rescinded by Buyer such Secured Creditor or otherwise and any of the Borrower Obligations continued, and ; (b) the Borrower Obligations, or the liability of any other party Person upon or for any part thereof, thereof or any collateral security or pledge or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerby, and or any Governing Agreement and indulgence or forbearance in respect thereof granted by, any other document in connection therewith Secured Creditor; (c) any Secured Document may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Secured Creditors may deem advisable from time to time, and ; (d) any collateral security, pledge, guarantee or right of offset at any time held by Buyer any Secured Creditor for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Borrower Obligations may from time to time be obligated on the Borrower Obligations or any additional security or collateral for the payment and performance of the Borrower Obligations may from time to time secure the Borrower Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally. Buyer No Secured Creditor shall have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Borrower Obligations or for the pledge and security grants contained in this Guarantee ARTICLE II or any property Property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor Each Grantor shall remain obligated hereunder, and such Grantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against Guarantor, any Grantor and without notice to to, demand upon or further assent by Guarantorany Grantor (which notice, demand and assent requirements are hereby expressly waived by such Grantor), (a) any demand for payment of any of the Obligations made by Buyer any Secured Creditor may be rescinded by Buyer such Secured Creditor or otherwise and any of the Obligations continued, and ; (b) the Obligations, or the liability of any other party Person upon or for any part thereof, thereof or any collateral security or pledge or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerby, and or any Governing Agreement and indulgence or forbearance in respect thereof granted by, any other document in connection therewith Secured Creditor; (c) any Secured Document may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Secured Creditors may deem advisable from time to time, and ; (d) any collateral security, pledge, guarantee or right of offset at any time held by Buyer any Secured Creditor for the payment of the Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Obligations may from time to time be obligated on the Obligations or any additional security or collateral for the payment and performance of the Obligations may from time to time secure the Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally. Buyer No Secured Creditor shall have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for the pledge and security grants contained in this Guarantee ARTICLE II or any property Property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Administrative Agent may be rescinded by Buyer the Administrative Agent, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Administrative Agent or Buyers, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Administrative Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Administrative Agent or Buyers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Administrative Agent shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Administrative Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by Buyer the Administrative Agent to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Administrative Agent or Buyers against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Lender may be rescinded by Buyer the Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Lender, and any Governing Agreement the Note, and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset guaranty at any time held by Buyer the Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent the Borrower or the Guarantor or any other Personguarantor, and any failure by Buyer the Lender to make any such demand or to collect any payments from Seller, Parent the Borrower or the Guarantor or any such other Person guarantor or any release of Seller, Parent the Borrower or such other Person the Guarantor or guarantor shall not relieve the Guarantor in respect of its Obligations which a demand or collection is not made or the Guarantor not so released of their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lender against the Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder, and such Guarantor’s Obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against Guarantor, any Guarantor and without notice to to, demand upon or further assent by any Guarantor (which notice, demand and assent requirements are hereby expressly waived by such Guarantor), (a) any demand for payment of any of the Obligations made by Buyer any Guaranteed Creditor may be rescinded by Buyer such Guaranteed Creditor or otherwise and any of the Obligations continued, and ; (b) the Obligations, or the liability of any other party Person upon or for any part thereof, thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerby, and or any Governing Agreement and indulgence or forbearance in respect thereof granted by, any other document in connection therewith Guaranteed Creditor; (c) any Guaranteed Document may be amended, modified, supplemented supplemented, restated, replaced or terminated, in whole or in part, as Buyer the applicable Guaranteed Creditors may deem advisable from time to time, and ; (d) any collateral security, guarantee or right of offset at any time held by Buyer any Guaranteed Creditor for the payment of the Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Obligations may from time to time be responsible for the Obligations or any additional security or collateral for the payment and performance of the Obligations may from time to time secure the Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally. Buyer No Guaranteed Creditor shall have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for the guarantee contained in this Guarantee Article II or any property Property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer or Repo Agent to a Seller may be rescinded by Buyer or Repo Agent, as applicable, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by BuyerBuyer or Repo Agent, and any Governing the Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer or Repo Agent, as applicable, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer or Repo Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither Buyer nor Repo Agent shall have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty Agreement or any property subject thereto. When making any demand hereunder against Guarantor, Buyer or Repo Agent may, but shall be under no obligation to, make a similar demand on a Seller, Parent or any other Person, and any failure by Buyer or Repo Agent to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person Seller shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer or Repo Agent against Guarantor. For the purposes hereof “demand” shall include include, without limitation, the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements, and the Purchase and Sale Agreement, and the other Program Documents, and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, Seller and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person Seller shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by Buyer, and any Governing the Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on any related Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person related Seller or any release of Seller, Parent or such other Person any related Seller shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer Lender may be rescinded by Buyer Lender and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by BuyerLender, and any Governing the Loan Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Lender shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Personrelated Borrower, and any failure by Buyer Lender to make any such demand or to collect any payments from Seller, Parent or any such other Person related Borrower or any release of Seller, Parent or such other Person any related Borrower shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer Lender against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller Parties or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller Parties or any such other Person guarantor or any release of Seller, Parent the Seller Parties or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against either Guarantor, and without notice to or further assent by GuarantorGuarantors, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against any Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve any Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. NAC Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, NAC Guarantor and without notice to or further assent by NAC Guarantor, any demand for payment of any of the Obligations made by Buyer Agent may be rescinded by Buyer Agent and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor therefore or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by BuyerAgent, and any Governing the Master Loan Agreement and any other document in connection therewith Loan Documents may (subject to the terms and conditions thereof) be amended, modified, supplemented or terminated, in whole or in part, as Buyer Agent may deem advisable from time to time, and (subject to the terms and conditions of any relevant agreement related thereto) any collateral security, guarantee or right of offset at any time held by Buyer Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Agent shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee NAC Guaranty or any property subject thereto. When making any demand hereunder against NAC Guarantor, Buyer Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent the Borrower or any other Personguarantor, and any failure by Buyer Agent to make any such demand or to collect any payments from Seller, Parent the Borrower or any such other Person guarantor or any release of Seller, Parent or such other Person guarantor shall not relieve NAC Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer Agent against NAC Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Until the Obligations shall have been paid or performed in full, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in partpart (other than a termination in whole of the Repurchase Agreement, which shall automatically terminate this Guarantee), as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or releasedreleased in accordance with the Transaction Documents. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder hereunder, jointly and severally, notwithstanding that, without any reservation of rights against either Guarantor, and without notice to or further assent by either Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. , and the failure of Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against a Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on SellerSellers, Parent the other Guarantor or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Sellers or any such other Guarantor or Person or any release of Seller, Parent Sellers or such other Guarantor or Person shall not relieve such Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against either Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor The Guarantors shall remain obligated hereunder notwithstanding that, and this Guarantee shall remain in full force and effect without any reservation of rights against Guarantor, the Guarantors and without notice to or further assent by Guarantorthe Guarantors, notwithstanding that (a) any demand for payment or performance or observance of any of the Obligations made by Buyer any Beneficiary may be rescinded by Buyer such Beneficiary and any of the other Obligations continued, and continue to be in effect; (b) the Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, may be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerany Beneficiary; (c) the Master Lease, or any collateral security document or other guarantee or document executed and any Governing Agreement and any other document delivered in connection therewith or related thereto, may be amended, modified, supplemented or terminated, in whole or in partaccordance with its terms, as Buyer the parties thereto may deem advisable from time to time, and advisable; (d) any collateral security, guarantee or right of to offset at any time held by Buyer any Beneficiary for the payment or performance or observance of the Obligations may be sold, exchanged, waived, surrendered or released; or (e) any default with respect to any ObIigation may be waived by any Beneficiary. Buyer No Beneficiary shall have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against GuarantorFor purposes hereof, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings. The Guarantors hereby ratify and confirm any such extension, renewal, change, sale, release, waiver, surrender, exchange, modification, amendment, impairment, substitution. settlement, adjustment or compromise and agrees that the same shall be binding upon it, and hereby waive to the fullest extent permitted by Applicable Law any and all defenses, counterclaims or offsets which it might or could have by reason thereof, it being understood that the Guarantors shall at all times be bound by this Guarantee and remain liable hereunder.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent any Seller or any other Personguarantor, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent any Seller or any such other Person guarantor or any release of Seller, Parent any Seller or such other Person guarantor shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor Pledgor shall remain obligated hereunder hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against GuarantorPledgor, and without notice to or further assent by GuarantorPledgor, any demand for payment of any of the Obligations made by Buyer the Secured Party may be rescinded by Buyer the Secured Party, and any of the Obligations continued, and the Obligations, or the liability of Pledgor or any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered surrendered, or released by Buyerthe Secured Party, and the Purchase Agreement, any Governing Agreement other Related Agreements and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Secured Party may deem advisable from time to time, and any collateral securityguarantee, guarantee or right of offset or other collateral security at any time held by Buyer the Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Secured Party shall have no obligation to protect, secure, perfect or insure any lien other Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making Pledgor waives any demand hereunder against Guarantorand all notice of the creation, Buyer mayrenewal, but shall be under no obligation to, make a similar demand on Seller, Parent extension or accrual of any other Personof the Obligations and notice of or proof of reliance by the Secured Party upon this Pledge Agreement; the Obligations, and any failure by Buyer of them, shall conclusively be deemed to make any such demand have been created, contracted or to collect any payments from Sellerincurred in reliance upon this Pledge Agreement; and all dealings between Pledgor, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunderon the one hand, and the Secured Party, on the other, shall not impair likewise be conclusively presumed to have been had or affect consummated in reliance upon this Pledge Agreement. Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Pledgor with respect to the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer Administrative Agent, on behalf of Buyers, may be rescinded by Buyer Administrative Agent, on behalf of Buyers, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by BuyerAdministrative Agent, on behalf of Buyers, and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer Administrative Agent, on behalf of Buyers, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer Administrative Agent, on behalf of Buyers, for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Administrative Agent, on behalf of Buyers, shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer Administrative Agent, on behalf of Buyers, may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer Administrative Agent, on behalf of Buyers, to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Administrative Agent or any Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, amended modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Sellers or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer Administrative Agent, on behalf of Buyers, may be rescinded by Buyer Administrative Agent, on behalf of Buyers, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by BuyerAdministrative Agent, on behalf of Buyers, and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer Administrative Agent, on behalf of Buyers, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer Administrative Agent, on behalf of Buyers, for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Administrative Agent, on behalf of Buyers, shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer Administrative Agent, on behalf of Buyers, may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by Buyer Administrative Agent, on behalf of Buyers, to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer Administrative Agent, on behalf of Buyers, against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Until the Obligations shall have been paid and/or performed in full, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in partpart (other than a termination in whole of the Repurchase Agreement, which shall automatically terminate this Guarantee other than with respect to obligations under the Governing Agreements that, by their terms, survive termination of such Governing Agreements), as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent a Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent a Seller or any such other Person or any release of Seller, Parent a Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent any or any other Person, all of the Sellers and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person the Sellers shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Pledgor or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Pledgor or any such other Person or any release of Seller, Parent Pledgor or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor Each Grantor shall remain obligated hereunder, and such Grantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against Guarantor, any Grantor and without notice to to, demand upon or further assent by Guarantorany Grantor (which notice, demand and assent requirements are hereby expressly waived by such Grantor), (a) any demand for payment of any of the Obligations made by Buyer any Secured Creditor may be rescinded by Buyer such Secured Creditor or otherwise and any of the Obligations continued, and ; (b) the Obligations, or the liability of any other party Person upon or for any part thereof, thereof or any collateral security or pledge or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerby, and or any Governing Agreement and indulgence or forbearance in respect thereof granted by, any other document in connection therewith Secured Creditor; (c) any Secured Document may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Secured Creditors may deem advisable from time to time, and ; (d) any collateral security, pledge, guarantee or right of offset at any time held by Buyer any Secured Creditor for the payment of the Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Obligations may from time to time be obligated on the Obligations or any additional security or collateral for the payment and performance of the Obligations may from time to time secure the Obligations; and (f) any other event shall occur which constitutes a defence or release of sureties generally. Buyer No Secured Creditor shall have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for the pledge and security grants contained in this Guarantee Article II or any property Personal Property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing the Master Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Personthe Sellers, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person the Sellers or any release of Seller, Parent or such other Person the Sellers shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer Agent may be rescinded by Buyer Agent and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by BuyerAgent, and any Governing Agreement Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Agent shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by Buyer Agent to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer Agent against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. When making any demand for payment hereunder against the Guarantor, the Buyer shall notify the Guarantor of the amount of the outstanding Obligations. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may may, subject to the terms thereof, be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released; provided, however, any amendment or modification to the Repurchase Agreement or the other Program Documents which would increase the obligations of Guarantor with respect to this Guaranty shall require Guarantor’s prior written consent. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Lender may be rescinded by Buyer the Lender and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Lender, and any Governing the Loan Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Lender shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent the Lender or any other Personthe Guarantor, and any failure by Buyer the Lender to make any such demand or to collect any payments from Seller, Parent the Borrower or any such other Person the Guarantor or any release of Seller, Parent the Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing the Master Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the related Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the related Seller or any such other Person guarantor or any release of Seller, Parent the related Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, and this Guaranty shall remain in full force and effect without the necessity of any reservation of rights against Guarantor, Guarantor and without notice to or further assent by Guarantor, notwithstanding that (a) any demand for payment or performance or observance of any of the Obligations made by Buyer Beneficiary may be rescinded by Buyer Beneficiary and any of the other Obligations continued, and continue to be in effect; (b) the Obligations, or the liability of any other party upon or Person for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, may be renewed, extended, amended, modified, acceleratedaccelerated (in each case in accordance with the terms of the Operative Agreements), compromised, waived, surrendered or released by BuyerBeneficiary; (c) any Operative Agreement, or any collateral security document or other guarantee or document executed and any Governing Agreement and any other document delivered in connection therewith or related thereto, may be amended, modified, supplemented or terminated, in whole or each case in partaccordance with its terms, as Buyer the parties thereto may deem advisable from time to time, and advisable; (d) any collateral security, guarantee or right of to offset at any time held by Buyer Beneficiary for the payment payment, performance or observance of the Obligations may be sold, exchanged, waived, surrendered or released; or (e) any default with respect to any Obligation may be waived by Beneficiary, in each case other than with respect to the defense of prior payment or performance by Guarantor, Agent, Lessee or otherwise of the Obligations. Buyer Beneficiary shall not have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against GuarantorFor purposes hereof, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings. Guarantor hereby ratifies and confirms any such extension, renewal, change, sale, release, waiver, surrender, exchange, modification, amendment, impairment, substitution, settlement, adjustment or compromise and agrees that the same shall be binding upon it, and hereby waives to the fullest extent permitted by Applicable Laws any and all defenses, counterclaims or offsets which it might or could have by reason thereof (other than the defense of prior payment or performance by Guarantor, Agent, Lessee or otherwise of the Obligations), it being understood that Guarantor shall at all times be bound by this Guaranty and remain liable hereunder until the Termination Date.

Amendments, Etc. With Respect to the Obligations. Until the Obligations shall have been paid or performed in full, and subject to the provisions of Section 11 of this Guarantee, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement Xxxxxxxxxx Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Personguarantor, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person guarantor or any release of Seller, Parent Seller or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent a Seller or any other Personguarantor, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent a Seller or any such other Person guarantor or any release of Seller, Parent a Seller or such other Person guarantor shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Until the Obligations shall have been paid and/or performed in full, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in partpart (other than a termination in whole of the Repurchase Agreement, which shall automatically terminate this Guarantee other than with respect to obligations under the Governing Agreements that, by their terms, survive termination of such Governing Agreements), as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security (including the Collateral) or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing the Master Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral securitysecurity (including the Collateral), guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Personthe Sellers, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person the Sellers or any release of Seller, Parent or such other Person the Sellers shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against either Guarantor, and without notice to or further assent by GuarantorGuarantors, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against any Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller Parties or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller Parties or any such other Person guarantor or any release of Seller, Parent the Seller Parties or such other Person guarantor shall not relieve any Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent any or any other Person, all of the Sellers and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person the Sellers shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor The Company shall remain obligated hereunder hereunder, and the Collateral shall remain subject to the Lien granted hereby notwithstanding that, without any reservation of rights against Guarantorthe Company, and without notice to or further assent by Guarantorthe Company, any demand for payment of any of the Obligations made by Buyer the Administrative Agent, the Issuing Lender or any Lender may be rescinded by Buyer the Administrative Agent, the Issuing Lender or any Lender, and any of the Obligations continued, and the Obligations, or the liability of the Company or any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered surrendered, or released by Buyerthe Administrative Agent, the Issuing Lender or any Lender, and any Governing Agreement the Credit Agreement, the Notes, the other Credit Documents and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Administrative Agent, the Issuing Lender or any Lender may deem advisable from time to time, and any collateral securityguarantee, guarantee or right of offset or other collateral security at any time held by Buyer the Administrative Agent, the Issuing Lender or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer None of the Administrative Agent, the Issuing Lender or any Lender shall have no any obligation to protect, secure, perfect or insure this or any lien other Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making The Company waives any demand hereunder against Guarantorand all notice of the creation, Buyer mayrenewal, but shall be under no obligation toextension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent, make a similar demand on Seller, Parent the Issuing Lender or any other PersonLender upon this Security Agreement; the Obligations, and any failure by Buyer of them, shall conclusively be deemed to make any such demand have been created, contracted or to collect any payments from Sellerincurred in reliance upon this Security Agreement; and all dealings between the Company and the Administrative Agent, Parent the Issuing Lender or any such other Person Lender, shall likewise be conclusively presumed to have been had or any release consummated in reliance upon this Security Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of Seller, Parent default or such other Person shall not relieve Guarantor of its Obligations nonpayment to or liabilities hereunder, and shall not impair or affect upon the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For Company with respect to the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Administrative Agent may be rescinded by Buyer the Administrative Agent, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Administrative Agent or Buyers, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer the Administrative Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Administrative Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Administrative Agent shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Administrative Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by Buyer the Administrative Agent to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person Guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Administrative Agent or Buyers against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, (i) any demand for payment of any of the Obligations made by Buyer the Lender may be rescinded by Buyer the Lender and any of the Obligations may be continued, and (ii) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Lender, and any Governing (iii) the Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Lender may deem advisable from time to time, and (iv) any collateral security, guarantee or right of offset at any time held by Buyer the Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Lender shall not have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent the Borrower or any other Personguarantor, and any failure by Buyer the Lender to make any such demand or to collect any payments from Seller, Parent the Borrower or any such other Person guarantor or any release of Seller, Parent the Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The Lender may release any Collateral pledged to it in its sole discretion, provided, however, in the event the Lender has received amounts from the Guarantor pursuant to this Guaranty, which amounts have not been reimbursed, the Lender shall not voluntarily release any Pledged Securities to the Borrower under the Agreement, except as may be provided in the Agreement, without the consent of the Guarantor, which consent shall not unreasonably be withheld. The Guarantor hereby further consents to any renewal or modification of any Obligation or any extension of the time within which such is to be performed and to any other indulgences, whether before or after the date of this Guaranty, and waives notice with respect thereto.

Amendments, Etc. With Respect to the Obligations. Guarantor The Pledgor and the Pledged Stock shall remain obligated hereunder subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against Guarantorthe Pledgor, and without notice to or further assent by Guarantorthe Pledgor, (i) any demand for payment of any of the Obligations made by Buyer the Agent or any Bank may be rescinded by Buyer the Agent or such Bank, and any of the Obligations continued, and the Obligations, or the liability of any Issuer or any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered surrendered, or released by Buyerthe Agent or any Bank, and (ii) the Credit Agreement, any Governing Agreement Revolving Credit Note, any other Loan Document and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Agent or the Banks (or the Required Banks, as the case may be) may deem advisable from time to time, and (iii) any collateral securityguarantee, guarantee or right of offset or other collateral security at any time held by Buyer the Agent or any Bank for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Neither the Agent nor any Bank shall have no any obligation to protect, secure, perfect or insure any other lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making The Pledgor waives any demand hereunder against Guarantorand all notice of the creation, Buyer mayrenewal, but shall be under no obligation to, make a similar demand on Seller, Parent extension or accrual of any of the obligations and notice of or proof of reliance by the Agent or any other PersonBank upon this Pledge Agreement. The Obligations, and any failure by Buyer of them, shall conclusively be deemed to make any such demand have been created, contracted or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunderincurred in reliance upon this Pledge Agreement, and all dealings between any Issuer and the Pledgor on the one hand, and the Agent and the Banks, on the other, shall not impair likewise be conclusively presumed to have been had or affect consummated in reliance upon this Pledge Agreement. The Pledgor waives presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer with respect to the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing the Master Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personthe Guarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person the Guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor Each Grantor shall remain obligated hereunder hereunder, and the Collateral shall remain subject to the Lien granted hereby notwithstanding that, without any reservation of rights against Guarantorany Grantor, and without notice to or further assent by Guarantorsuch Grantor, any demand for payment of any of the Obligations made by Buyer the Administrative Agent or any Lender may be rescinded by Buyer the Administrative Agent or any Lender, and any of the Obligations continued, and the Obligations, or the liability of each Grantor or any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered surrendered, or released by Buyerthe Administrative Agent or any Lender, and the Credit Agreement, the Notes, the other Credit Documents, any Governing Agreement Interest Rate Agreements, any Foreign Currency Agreements and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Administrative Agent or any Lender may deem advisable from time to time, and any collateral securityguarantee, guarantee or right of offset or other collateral security at any time held by Buyer the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Neither the Administrative Agent nor any Lender shall have no any obligation to protect, secure, perfect or insure this or any lien other Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making Each Grantor waives any demand hereunder against Guarantorand all notice of the creation, Buyer mayrenewal, but shall be under no obligation to, make a similar demand on Seller, Parent extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any other PersonLender upon this Agreement; the Obligations, and any failure by Buyer of them, shall conclusively be deemed to make have been created, contracted or incurred in reliance upon this Agreement; and all dealings between any such demand or to collect any payments from Seller, Parent Grantor and the Administrative Agent or any Lender, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Each Grantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect Grantor with respect to the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Amendments, Etc. With Respect to the Obligations. Guarantor Each Grantor shall remain obligated hereunder, and such Grantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against Guarantor, any Grantor and without notice to to, demand upon or further assent by Guarantorany Grantor (which notice, demand and assent requirements are hereby expressly waived by such Grantor), (a) any demand for payment of any of the Obligations made by Buyer any Secured Party may be rescinded by Buyer such Secured Party or otherwise and any of the Obligations continued, and ; (b) the Obligations, or the liability of any other party Person upon or for any part thereof, thereof or any collateral security or pledge or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerby, and or any Governing Agreement and indulgence or forbearance in respect thereof granted by, any other document in connection therewith Secured Party; (c) any Secured Document may be amended, modified, supplemented supplemented, restated, replaced or terminated, in whole or in part, as Buyer the applicable Secured Parties may deem advisable from time to time, and ; (d) any collateral security, pledge, guarantee or right of offset at any time held by Buyer any Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered surrendered, restated, replaced or released; (e) any additional guarantors, makers or endorsers of the Obligations may from time to time be obligated on the Obligations or any additional security or collateral for the payment and performance of the Obligations may from time to time secure the Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally. Buyer No Secured Party shall have no any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for the pledge and security grants contained in this Guarantee Article II or any property Property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor The Guarantors shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, the Guarantors and without notice to or further assent by Guarantorthe Guarantors, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing the Master Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall not have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against any Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Sellers or any the other PersonGuarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent or any such the Sellers of the other Person Guarantor or any release of Seller, Parent the Sellers or such other Person Guarantor shall not relieve Guarantor the Guarantors of its Obligations their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against Guarantorthe Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer Seller may be rescinded by Buyer Seller and any of the Obligations may be continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by BuyerSeller, and any Governing the Transaction Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee guaranty or right of offset at any time held by Buyer Seller for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Seller shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer Seller may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other PersonIPH, and any failure by Buyer Seller to make any such demand or to collect any payments from Seller, Parent IPH or any such other Person guarantor or any release of Seller, Parent IPH or such other Person guarantor shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer Seller against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Lender may be rescinded by Buyer the Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Lender, and any Governing Agreement the Loan Agreement, and the other Facility Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as Buyer the Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Lender shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent any Borrower or any other Personguarantor, and any failure by Buyer the Lender to make any such demand or to collect any payments from Seller, Parent any Borrower or any such other Person guarantor or any release of Seller, Parent any Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor Grantor shall remain obligated hereunder hereunder, and the Collateral shall remain subject to the lien granted hereby notwithstanding that, without any reservation of rights against GuarantorGrantor, and without notice to or further assent by GuarantorGrantor, any demand for payment of any of the Obligations made by Buyer Lender may be rescinded by Buyer Lender, and any of the Obligations continued, and the Obligations, or the liability of Grantor or any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered surrendered, or released by BuyerLender, and any Governing Agreement the Loan Agreement, the Notes, the other Loan Documents and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer Lender may deem advisable from time to time, and any collateral securityguarantee, guarantee or right of offset or other collateral security at any time held by Buyer Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer Lender shall not have no any obligation to protect, secure, perfect or insure this or any other lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making Grantor waives any demand hereunder against Guarantorand all notice of the creation, Buyer mayrenewal, but shall be under no obligation to, make a similar demand on Seller, Parent extension or accrual of any other Personof the Obligations and notice of or proof of reliance by Lender upon this Security Agreement; the Obligations, and any failure by Buyer of them, shall conclusively be deemed to make any such demand have been created, contracted or incurred in reliance upon this Security Agreement; and all dealings between Grantor or Lender, shall likewise be conclusively presumed to collect any payments from Seller, Parent have been had or any such other Person or any release of Seller, Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsconsummated in reliance upon this Security Agreement.

Amendments, Etc. With Respect to the Obligations. VFN Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, VFN Guarantor and without notice to or further assent by VFN Guarantor, any demand for payment of any of the Obligations made by any Buyer Party to Seller may be rescinded by the applicable Buyer Parties and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by Buyerany Buyer Party, and any Governing the Series 2000-XXXXX0 Xxxxxxxxxx Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer Parties may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Buyer Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. No Buyer Party shall have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against VFN Guarantor, the Buyer Parties may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, and any failure by the Buyer Parties to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person Seller shall not relieve VFN Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer Parties against VFN Guarantor. For the purposes hereof “demand” shall include include, without limitation, the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by Buyer the Lenders may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by Buyerany Lender, and any Governing the Credit Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to timeprovided therein, and any collateral security, guarantee guaranty or right of offset at any time held by Buyer any Lender for the payment of the Obligations or the obligations of any Guarantor may be sold, exchanged, waived, surrendered or released. Buyer No Lender shall have no any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto. When making any demand hereunder against any Guarantor, Buyer the Lenders may, but shall be under no obligation to, make a similar demand on Seller, Parent the Borrower or any other PersonGuarantor, and any failure by Buyer any Lender to make any such demand or to collect any payments from Seller, Parent the Borrower or any such other Person Guarantor or any release of Seller, Parent the Borrower or such other Person Guarantor shall not relieve any Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lenders against such Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without prior notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Administrative Agent may be rescinded by Buyer the Administrative Agent, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Administrative Agent or Buyers, and any Governing the Repurchase Agreement and the other Program Agreements, and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Administrative Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Administrative Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Administrative Agent shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Administrative Agent may, but shall be under no obligation to, make a similar LEGAL02/37712095v8 demand on Seller, Parent the Seller Parties or any other Personguarantor, and any failure by Buyer the Administrative Agent to make any such demand or to collect any payments from Seller, Parent the Seller Parties or any such other Person guarantor or any release of Seller, Parent the Seller Parties or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Administrative Agent or Buyers against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing the MSRVF1 Repurchase Agreement, the SPIADVF1 Repurchase Agreement and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, Seller and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person Seller shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include include, but is not limited to, the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer the Buyers may be rescinded by Buyer the Buyers, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Buyers, and any Governing Agreement the XX0 Xxxxxxxxxx Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer the Buyers may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Buyers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Buyers shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer the Buyers may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, Seller and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person Seller shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include include, but is not limited to, the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Personguarantor, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person Guarantor or any release of Seller, Parent the Seller or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent the Seller or any other Person, and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent the Seller or any such other Person or any release of Seller, Parent the Seller or such other Person shall not relieve the Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against such Guarantor, and without notice to or further assent by such Guarantor, any demand for payment of any of the Obligations made by Buyer the Agent for the benefit of the Buyers may be rescinded by Buyer the Agent on behalf of the Buyers and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Agent on behalf of the Buyers, and any Governing Agreement Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer the Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Agent for the benefit of the Buyers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Agent shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against GuarantorGuarantors, Buyer the Agent may, but shall be under no obligation to, make a similar demand on Seller, Parent any Seller or any other Personguarantor, and any failure by Buyer the Agent to make any such demand or to collect any payments from Seller, Parent any Seller or any such other Person guarantor or any release of Seller, Parent any Seller or such other Person guarantor shall not relieve either Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Agent against either Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Until the Guaranteed Obligations and the obligations of Guarantor under this Guaranty shall have been indefeasibly paid or performed in full, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, Buyer and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against such Guarantor, and without notice to or further assent by such Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against a Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, Seller and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person Seller or any release of Seller, Parent or such other Person Seller shall not relieve such Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against such Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by Buyer the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and any Governing Agreement the Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer and the Seller may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent or any other Person, the Seller and any failure by the Buyer to make any such demand or to collect any payments from Seller, Parent or any such other Person the Seller or any release of Seller, Parent or such other Person the Seller shall not relieve Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, Buyer and any Governing Agreement Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When Subject to any notice requirements applicable to Buyer that are set forth in the Transaction Documents, when making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller, Parent Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller, Parent Seller or any such other Person or any release of Seller, Parent Seller or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. With Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by Buyer the Lender may be rescinded by Buyer the Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyerthe Lender, and any Governing Agreement the Loan Agreement, and the other Facility Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as Buyer the Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer the Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer The Lender shall have no obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, Buyer the Lender may, but shall be under no obligation to, make a similar demand on Seller, Parent Borrower or any other Personguarantor, and any failure by Buyer the Lender to make any such demand or to collect any payments from Seller, Parent Borrower or any such other Person guarantor or any release of Seller, Parent Borrower or such other Person guarantor shall not relieve the Guarantor of its Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer the Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.