Common use of Unconditional Guaranty Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Unconditional Guaranty. (a) This is an unconditional Guaranty; it is unlimited as to time, until termination. Each Guarantor hereby irrevocablywarrants that there are no conditions, unconditionally and jointly and severally guaranteesoral or otherwise, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the effectiveness of this Guaranty. This is a continuing guaranty and shall apply to and cover all Guaranteed Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which Lender may take or omit to take in connection with any and all other amounts due under or pursuant to of the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other actionindebtedness owing by Borrower to Lender), occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay Security, and no course of dealing of any such principal, premium, interest or other amount to the Administrative Agent, a Lender Secured Party with any Loan Obligor or any other Person, shall release or diminish the Guarantors’ obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantors any recourse against any Secured Party, regardless of whether any such action or inaction may increase any risks to or liabilities of any Secured Party or any Loan Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, the Guarantors will pay hereby expressly agree that Lender, directly or through the same forthwithCollateral Agent, may, from time to time, without demand, presentment, protest notice to or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money consent of the United StatesGuarantors, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and do any or all of the Guarantors following: (whether i) amend, change or modify, in a Bankruptcy proceeding whole or otherwisein part, any one or more of the other Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto; (ii) following neglect, delay, fail, or refuse to take or prosecute any default in payment action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Loan Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the obligations Loan Documents; (iii) accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guarantors hereunderGuaranteed Obligations (whether for principal, includinginterest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise); (iv) compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Loan Documents; (v) take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Guaranteed Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Lender’s rights in any or all Security; (vi) discharge, release, substitute or add Loan Obligors; (vii) apply all monies received from Loan Obligors or others, or from any Security for any of the Guaranteed Obligations, as Lender may determine to be in its best interest, without limitation, the fees and expenses in any way being required to xxxxxxxx Security or assets or to apply all or any part of counsel to the Administrative Agent, such Lenders and the other Secured Parties.monies upon any particular Guaranteed Obligations;

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

Unconditional Guaranty. Each To induce Contractor to enter into this Agreement with Subcontractor and from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby irrevocablyunconditionally, unconditionally irrevocably and absolutely, jointly and severally guaranteesguaranties the performance of each and every obligation of Subcontractor, each as a primary obligor including warranties, under the Subcontract, any Work Order issued and not merely as a suretyaccepted hereunder, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and and/or any and all other amounts due under modifications or Change Orders issued pursuant to the Loan Documentsterms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, when irrespective of any alleged irregularity or equitable discharge of any Surety. Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to Guarantor, Contractor and Subcontractor may agree to: (a) extend the same time for Subcontractor’s performance or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope of the Subcontract by Change Order or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor may have in Subcontract, shall become due not alter, affect, or in any way limit the obligations of the Guarantor hereunder. Guarantor further consents and payable (whether at stated maturity or agrees that this guaranty agreement shall be subject to and governed by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified arbitration provisions in the Loan Documents Subcontract and that any claims by either Guarantor or specified by such Administrative Agent in writing, Contractor arising out of or relating to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel this guaranty agreement shall be subject to the Administrative Agentarbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, such Lenders liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and the other Secured Parties.effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:

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

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

Unconditional Guaranty. Each (i) The Guarantor hereby irrevocablyunconditionally, unconditionally absolutely and irrevocably jointly and severally guarantees, each as a primary obligor and not merely as a suretysurety the timely payment in full of all of the Obligations (as such term is defined in the Agreement), including but not limited to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the outstanding principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms balance of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteand all accrued and unpaid interest thereon, present and continuing guarantee of payment and not of collectabilityprovided however, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunderGuarantor under this Guaranty shall not exceed $20,000,000.00 in the aggregate (the "Guaranty Cap"). (ii) The above provisions of Subsection 4(i) to the contrary notwithstanding, including, without limitationuntil all of the Obligations are paid in full, the fees Guarantor unconditionally, absolutely and irrevocably guarantees, as a primary obligor, and not merely as surety: (a) any amounts received by the Borrower and not paid to the Bank arising out of security deposits not returned to the depositing party; rents received or held after an Event of Default; rents prepaid more than one (1) month in advance relating to a period after the occurrence of an Event of Default; condemnation awards or insurance proceeds not applied as required by the Loan Documents; or (b) losses arising due to fraud, material misrepresentation or bad faith of the Borrower or the Guarantor; the Bank's reasonable costs and expenses in connection with the enforcement or collection of counsel the Guarantor's Obligations; losses, claims or causes of action under the Environmental Indemnity Agreement; intentional waste of all or a part of the Real Estate Collateral. The obligations of the Guarantor set forth in the immediately preceding paragraphs are hereinafter collectively referred to as the "Guarantor's Obligations". If the Borrower defaults under any Obligations and the Bank has elected to exercise its remedies under Section 7.2 of the Agreement, the Guarantor will pay the Guarantor’s Obligations to the Administrative AgentBank. Until the Obligations are indefeasibly paid in full, the Guarantor's Obligations shall not be reduced in any manner whatsoever by any amounts which the Bank may realize after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such Lenders and person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by the Guarantor (other Secured Partiesthan, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guarantor's Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or any Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a Bankruptcy proceeding any manner whatsoever by an impairment, modification, change, release, increase or otherwise) following limitation of the liability of any default in payment Obligor, any Originator, the Servicer or any Performance Guarantor or by reason of the bankruptcy or insolvency of any Obligor, any Originator, the Servicer or any Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, any Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), 121 INCLUDING THE OCCURRENCE OF ANY OF THE FOLLOWING, WHETHER OR NOT THE ADMINISTRATIVE AGENT OR ANY PURCHASER SHALL HAVE HAD NOTICE OR KNOWLEDGE OF ANY OF THEM: (A) ANY FAILURE TO ASSERT OR ENFORCE OR AGREEMENT NOT TO ASSERT OR ENFORCE, OR THE STAY OR ENJOINING, BY ORDER OF COURT, BY OPERATION OF LAW OR OTHERWISE, OF THE EXERCISE OR ENFORCEMENT OF, ANY CLAIM OR DEMAND OR ANY RIGHT, POWER OR REMEDY WITH RESPECT TO THE SOLD ASSETS OR THE GUARANTEED OBLIGATIONS or any agreement relating thereto, or with respect to any guaranty of or other security for the fees and expenses payment of counsel the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Event of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, any Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity,regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at 129 any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or any Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a Bankruptcy proceeding any manner whatsoever by an impairment, modification, change, release, increase or otherwise) following limitation of the liability of any default in payment Obligor, any Originator, the Servicer or any Performance Guarantor or by reason of the bankruptcy or insolvency of any Obligor, any Originator, the Servicer or any Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, any Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Event of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to 130 apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, any Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

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

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

Unconditional Guaranty. Each Guarantor In consideration of the extension of credit to (“debtor”) by Xxxxx Ready Mix, Inc., and for good and valuable consideration, the receipt of which is hereby irrevocablyacknowledged, unconditionally and the undersigned, jointly and severally guaranteesseverally, each as a primary obligor “if applicable”, guarantee the full and not merely as a suretyprompt payment when due, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption acceleration or otherwise) in accordance with the terms , of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteall past, present and continuing guarantee future indebtedness, obligations and liabilities of payment and not the debtor to the creditor, whether direct or indirect, joint or several, absolute or contingent, including all costs of collectabilitycollection, interest, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any attorney’s fees (“obligations”). The undersigned waives acceptance of the Guarantors or Guaranty and further waives all notices and demands of any other guarantor kind, including, but not limited to, all demands of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demandpayments and notices of nonpayment, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment dishonor of any of the Guaranteed Obligations by the Debtor. The undersigned further waives all notices and, specifically, hereby consents to any extensions of credit, acceleration, modifications, immaterial alterations, material alterations, amendments or changes of terms of any agreements concerning the Obligations, including, but not limited to, any extensions or renewals of the Obligations or the obligations change of the Guarantors hereunderrate of interest therefrom and any notices, the acceptance of any partial payments or the release or transfer of any collateral for the payment of the Obligation. The undersigned also waives any claim, right, or remedy which such guarantor may now have or hereafter acquire against the debtor that arises here under and/or from the performance by the guarantor here under including, without limitation, any claim, remedy, or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right, or remedy of secured party against the fees debtor or any security which secured party now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor and expenses Co-Guarantor, if applicable, authorizes creditor to investigate Guarantor’s and Co-Guarantor’s personal credit standing, financial circumstances and responsibility and authorizes and instructs all persons having information concerning Guarantor’s or Co-Guarantor’s credit standing, financial circumstances and responsibility to release such information to creditor, its agents, attorneys or employees. This includes, without limitation, authorization for seller and its agents, attorneys and employees to request, obtain, and use for all purposes which creditor deems necessary, a copy of counsel any credit bureau or consumer credit report for the Guarantor and Co-Guarantor at any time. This guaranty is a continuing guaranty of payment, and shall inure to the Administrative Agentbenefit of Creditor from the date hereon and shall remain in full force and effect until written notice of termination thereof has been received by Creditor by certified mail. Termination of the guaranty by the undersigned shall not effect any of the of the guarantor’s obligations hereunder with respect to indebtedness incurred prior to the termination. No delay on the part of the creditor in exercising any of Creditor’s options, powers or rights, or partial or single exercise thereof shall constitute a waiver thereof. All of the Creditor’s rights are cumulative and alternative. Whenever possible, each provision of this guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this guaranty shall be prohibited by or invalid under applicable law, such Lenders provision shall be ineffective only to the extent of such prohibition without invalidating the remainder of the provision or the remaining portions of this guaranty. This guaranty shall inure to the benefit of the Creditor and its successors and assigns and shall be binding upon the other Secured Parties.successors and assigns, jurisdiction and preferred venue shall remain in Xxxxxx County, state of Indiana. In Witness Whereof, this document is executed on the day of , 20

Unconditional Guaranty. Each To induce Contractor to enter into this Agreement with Subcontractor and from time to time, to issue Work Orders hereunder for the Subcontract work as describe therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor (s) hereby irrevocablyunconditionally, unconditionally irrevocably and absolutely, jointly and severally guaranteesguaranty the performance of each and every obligation of Subcontractor, each as a primary obligor including warranties, under the Subcontract, any Work Order issued and not merely as a suretyaccepted hereunder, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and and/or any and all other amounts due under modifications or Change Orders issued pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documentsthis Subcontract. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any obligation of the Guarantors Guarantor (s) shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any other guarantor of the Guaranteed Obligations (Surety or any portion thereofGuarantor. Guarantor(s) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demandhereby waive(s) all diligence, presentment, protest demand, and protest, and agree to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor(s) further agree(s) that Contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor(s) further agree(s) that at any time, without notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by lawGuarantor(s), in lawful money Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within any covenant, agreement, or warranty under the Subcontract; (b) amend or change the scope of the United States, at the place Subcontract by Change Order; or (c) alter or amend any time for payment specified or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor(s) . Guarantor(s) hereby acknowledge(s) that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor (s) may have in the Loan Documents Subcontractor, shall not alter, affect, or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or anyway limit the obligations of the Guarantors Guarantor (s) hereunder. Guarantor(s) further consent (s) and agree(s) that in the event of the termination, includingliquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of any Guarantor under this unconditional guaranty shall be joint and several and Contractor may in its sole and absolute discretion pursue its remedies against anyone or more of the Guarantor(s) and may settle with any one or more of the Guarantor (s) for such consideration as Contractor may deem proper, and may release any one or more of the undersigned Guarantor (s) from the obligations under the Subcontract without limitationreleasing any other Guarantor. The obligations of Guarantor (s) shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Contractor’s revocation, the fees and expenses of counsel (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to the Administrative AgentGuarantor’s revocation, such Lenders including any and the other Secured Parties.all modifications thereof. EXECUTED in Xxxxxx County, Texas. CONTRACTOR: Greater Southwest Constructors,Inc. XX XXX 000 Xxxxxxxxxxx, Xxxxx 00000 000-000-0000 (Phone) 000-000-0000 (Fax) By: NAME: TITLE: DATE: SUBCONTRACTOR: BY: NAME: TITLE*: DATE: GUARANTORS:

Unconditional Guaranty. Each Guarantor hereby irrevocablyThe obligations of each SPV Entity under its SPV Entity Guaranty are absolute and unconditional, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment irrespective of the principal of and the premiumvalue, if anygenuineness, and interest on the Guaranteed Obligations and any and all other amounts due under validity, regularity or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms enforceability of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrowerrelated Guaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each SPV Entity agrees that its SPV Entity Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having 742583266 14453710 recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets and Pledged Collateral, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and each SPV Entity hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, any Servicer or any other Person or to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to require the Administrative Agent, Agent or the Lenders and Purchasers to pursue any other remedy or enforce any other right. Each SPV Entity further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the other Secured Parties Administrative Agent or the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of any SPV Entity Guaranty. Each SPV Entity further agrees that nothing contained herein shall prevent the rights Administrative Agent or the Purchasers from suing on any of such Administrative Agent, Lenders and the other Secured Parties against Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Borrower and Sold Assets, the Pledged Collateral or any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such SPV Entity’s obligations under its SPV Entity Guaranty; it being the purpose and intent of each SPV Entity that its obligations under its SPV Entity Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither any SPV Entity Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator or any Servicer or by reason of the bankruptcy, insolvency, liquidation, receivership, dissolution or winding-up of any Obligor, any Originator, any SPV Entity or any Servicer. Each SPV Entity hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of its Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on its SPV Entity Guaranty or acceptance of its SPV Entity Guaranty. All dealings between any Obligor, any Originator, any Servicer or any SPV Entity, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon its SPV Entity Guaranty. Each SPV Entity hereby represents and warrants that it is, and immediately after giving effect to its SPV Entity Guaranty and the obligation evidenced hereby, will be, solvent. Each SPV Entity Guaranty and the obligations of the Guarantors hereunder, including, without respective SPV Entity thereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all related Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets, the Pledged Collateral or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Termination Event) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Pledged Collateral, (F) any defenses, set-offs or counterclaims which any SPV Entity, any Originator, any Servicer or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and the other Secured Parties.satisfaction and usury, and 112 742583266 14453710

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal In consideration of and to induce the premiumSeller to consummate the transactions contemplated by that certain Agreement to Purchase Assets and Assume Liabilities, if anydated June 7, and interest on the Guaranteed Obligations and any and all other amounts due under 2013 (as amended, modified or pursuant supplemented from time to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) time in accordance with the terms thereof, the “Purchase Agreement”; capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement), by and between the Seller and Green Dot Bank, a bank chartered under the laws of Utah (the “Purchaser”) and a wholly-owned subsidiary of the Loan DocumentsGuarantor, the Guarantor unconditionally, absolutely and irrevocably hereby guarantees to the Seller and its successors and assigns the obligations to indemnify, pay and reimburse the Seller for Losses pursuant to Article VI of the Purchase Agreement (collectively, the “Obligations”), in accordance with the terms hereof. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so further agrees to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind and all expenses (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the all reasonable fees and expenses disbursements of counsel counsel) which may be paid or incurred by the Seller in enforcing this Guaranty or any Obligations. This Guaranty is a present, irrevocable and continuing guaranty of payment and is not limited to a guaranty of collectability. The Guarantor agrees that the Seller may resort to the Administrative AgentGuarantor for payment or performance of any of the Obligations, such Lenders when due, whether or not the Purchaser has proceeded against any other obligor principally or secondarily liable for any Obligations, including the Purchaser. The Seller shall not be obligated to file any claim relating to the Obligations against the Purchaser, including any claim in the event that the Purchaser becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the other Secured Partiesfailure of the Seller to file any such claim in such instance shall not affect the Guarantor's obligations hereunder. 2.

Unconditional Guaranty. Each Guarantor hereby irrevocablyunconditionally, unconditionally and jointly and severally guaranteesseverally, guarantees to each as Holder of a primary obligor Security authenticated by the Trustee and not merely as a surety, to the Administrative Agent, the Lenders Trustee and the other Secured Parties the due its successors and punctual payment of assigns that: the principal of and the of, premium, if any, and interest on the Guaranteed Obligations Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other amounts due under or pursuant obligations of the Issuers to the Loan DocumentsHolders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 11.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Loan Documents. The Guarantors’ guaranty under validity, regularity or enforceability of the Securities or this Section is an absoluteIndenture, present and continuing guarantee the absence of payment and not of collectability, and is in no way conditional or contingent upon any attempt action to collect from enforce the Borrowersame, any waiver or consent by any Holder of the Guarantors Securities with respect to any provisions hereof or thereof, the recovery of any judgment against either Issuer, any action to enforce the same or any other guarantor circumstance that may otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either Issuer, any right to require a proceeding first against either Issuer, protest, notice and all demands whatsoever and covenants that the Guaranty will not be discharged except by complete performance of the Guaranteed Obligations (obligations contained in the Securities, this Indenture, and this Guaranty. If any Holder or the Trustee is required by any court or otherwise to return to either Issuer, any Guarantor, or any portion thereof) custodian, trustee, liquidator or upon other similar official acting in relation to either Issuer or any other actionGuarantor, occurrence or circumstances whatsoever. In the event that the Borrower any amount paid by either Issuer or any Guarantor to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall fail so to pay be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purpose of this Guaranty, notwithstanding any such principalstay, premium, interest injunction or other amount to prohibition preventing such acceleration in respect of the Administrative Agentobligations guaranteed hereby, a Lender or any other Secured Party, and (y) in the Guarantors will pay the same forthwith, without demand, presentment, protest or notice event of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights acceleration of such Administrative Agentobligations as provided in Article Six, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors such obligations (whether in a Bankruptcy proceeding or otherwisenot due and payable) following any default in payment shall forthwith become due and payable by each Guarantor for the purpose of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesthis Guaranty.

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

Unconditional Guaranty. Each Guarantor hereby irrevocablyFor the purpose of inducing Mepco Finance Corporation, a Michigan corporation, or any of its affiliates (collectively, "Mepco"), to enter into a Dealer Agreement or other agreement (collectively, the "Dealer Agreement") with (the "Dealer"), or to continue offering services to Dealer under any existing Dealer Agreement, the undersigned, an owner or principal of Dealer (the "Guarantor"), unconditionally guarantees the prompt and jointly faithful payment to Mepco, when due, of any and severally guaranteesall indebtedness and liabilities of any kind or nature of Dealer or any of its affiliates to Mepco, each as a primary obligor and not merely as a suretywhether now owing or hereafter incurred, to including all renewals, extensions, substitutions, and/or modifications of any of the Administrative Agentforegoing (collectively, the Lenders and "Indebtedness"), without limit. Without limiting the other Secured Parties the due and punctual payment generality of the principal foregoing, the Indebtedness specifically includes all obligations of Dealer under the Dealer Agreement. If Dealer fails for any reason to make any payment or perform any obligation under any Indebtedness when due, the Guarantor promises to pay and/or perform the same upon demand. The obligations of the Guarantor under this Guaranty and those of Dealer or any other guarantor who may have guaranteed or who hereafter guarantee all or any portion of the premiumIndebtedness are and will be joint and several. Mepco may release, if anysettle, or compromise with Dealer and interest on any one or more other such guarantors at any time without affecting the Guaranteed Obligations continuing liability of the Guarantor under this Guaranty. The Guarantor agrees that his or her obligations under this Guaranty shall be satisfied only by the full satisfaction and performance of all Indebtedness. The Guarantor waives notice of acceptance of this Guaranty and demand, presentment for payment, and any and all other amounts due under notices of protest, default, nonpayment, or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity dishonor of all or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms any portion of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteIndebtedness and of any instrument, present and continuing guarantee of payment and not of collectabilityagreement, and is in no way conditional or contingent upon any attempt to collect from the Borrower, other document evidencing any of the Guarantors Indebtedness. No extension of time or other indulgence granted by Mepco to Dealer or any other guarantor of the Guaranteed Obligations (person that has guaranteed all or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at Indebtedness shall release or affect the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all obligations of the Guarantors (whether Guarantor under this Guaranty, and no omission or delay on Mepco's part in a Bankruptcy proceeding exercising any right hereunder or otherwise) following in taking any default in action to collect or enforce payment of any of the Guaranteed Obligations Indebtedness will be a waiver of any such right or release or affect the obligations of the Guarantors hereunderGuarantor under this Guaranty. The obligations of the Guarantor under this Guaranty are primary and unconditional obligations that shall be enforceable before or after proceeding against Dealer, includingany other guarantor, or any security held by Mepco, and shall be effective regardless of the solvency or insolvency of Dealer or any other guarantor or the termination of any other guaranty by any other guarantor. The Guarantor agrees that Mepco may, without notice to or consent of the Guarantor, release any collateral securing all or any portion of the Indebtedness without diminishing the obligations of the Guarantor. The Guarantor agrees that Mepco does not have any duty to: marshal security, xxx, or otherwise attempt to collect from Dealer or any other party; initiate proceedings against any collateral securing all or any portion of the Indebtedness or any other property; or take any other action of any kind prior to demanding payment from the Guarantor. All liabilities of Dealer and of the Guarantor shall, to the extent permitted by law, mature immediately upon the occurrence of any of the following events: Dealer's or the Guarantor's default under any agreement or undertaking evidencing all or any portion of the Indebtedness, including (without limitation) the Dealer Agreement and this Guaranty; any sale of all or substantially all of the assets of Dealer; any merger involving Dealer; any change in control of Dealer; the filing by Dealer or the Guarantor of a voluntary petition in bankruptcy; the entry of an order of relief with respect to Dealer or the Guarantor by a United States Bankruptcy Court; the filing of an involuntary petition in bankruptcy against either Dealer or the Guarantor; the assignment by Dealer or the Guarantor for the benefit of its creditors; the entry by Dealer or the Guarantor into an agreement of composition with its or his creditors; the dissolution or liquidation of Dealer; Dealer substantially ceases to operate its business; or the death or permanent disability of Guarantor. The Guarantor subordinates to the Indebtedness any and all indebtedness now or hereafter owed by Dealer to the Guarantor. The Guarantor agrees that upon Mepco's request, it will execute, or cause execution of, separate subordination agreements in form and substance satisfactory to Mepco. Mepco's records showing all or any portion of the fees Indebtedness shall be admissible in evidence in any action or proceeding involving this Guaranty, and such records shall be prima facie proof of the items therein set forth. The Guarantor's obligations under this Guaranty shall not be terminated, reduced, or otherwise affected by any change in the owernship or operation of Dealer, and the Guarantor shall remain fully liable under this Guaranty even if the Guarantor is no longer an owner, principal, or employee of Dealer. The Guarantor irrevocably agrees and acknowledges that he or she has received sufficient consideration for this Guaranty as a result of his or her past, current, or future association with Dealer. In the event all or any portion of the Indebtedness is assigned by Mepco, this Guaranty will inure to the benefit of such assignee to the extent of such assignment; provided, however, that such assignment shall not operate to relieve the Guarantor from any obligation to Mepco hereunder with respect to any unassigned Indebtedness and, further, that the rights of any assignee will be subordinate to the rights of Mepco under this Guaranty as to any unassigned Indebtedness. The rights and remedies of Mepco under this Guaranty and any other rights or remedies are cumulative and may be exercised singularly or concurrently, and the exercise of one or more of them shall not be a waiver of any other. No act, delay, or omission or course of dealing between Mepco and Dealer or any guarantor of any of the Indebtedness shall be a waiver of any of Mepco's rights or remedies under this Guaranty. No waiver, change, modification, or discharge of this Guaranty or any obligation created hereby will be effective unless in writing signed by Mepco. The Guarantor acknowledges and agrees that the Guarantor's obligations under this Guaranty are independent of Dealer's obligations under any agreement or undertaking between Dealer and Mepco, and that the Guarantor shall not raise any defense or claim of set off that may be available to Dealer pursuant to any such agreement or undertaking. If Mepco institutes legal proceedings to enforce this Guaranty or the terms of any agreement securing this Guaranty, Mepco shall be entitled to collect, in addition to the Indebtedness and interest specified therein, all reasonable costs and expenses of counsel suit, including actual attorney fees. This Guaranty shall be governed by and construed and interpreted in accordance with the laws of the State of Michigan, excluding its choice of law provisions. In the event any provision hereof is in conflict with any statute or rule of law in the State of Michigan or is otherwise unenforceable for any reason whatsoever, then such provision shall be deemed severable from, or enforceable to the Administrative Agentmaximum extent permitted by law, such Lenders as the case may be, and the same shall not invalidate any other Secured Parties.provisions hereof, it being the intent of the Guarantor that it is, to the maximum extent permitted by law, fully and unconditionally guaranteeing all Indebtedness. The Guarantor agrees that state and/or federal courts located in Kent County or Ionia County, Michigan, or in Xxxx County, Illinois, shall have personal and subject matter jurisdiction over any and all actions or disputes concerning this Guaranty. INTENDING TO BE LEGALLY BOUND, the undersigned Guarantor hereby executes this Unconditional Guaranty as of the date set forth below. Dated: Signature of Guarantor Print Name of Guarantor

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller 107 751200428 16518096 further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a Bankruptcy proceeding any manner whatsoever by an impairment, modification, change, release, increase or otherwise) following limitation of the liability of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy or insolvency of any Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (b) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Termination Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (c) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (e) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (f) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

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

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

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

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

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

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

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

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocablyjointly and severally, unconditionally and jointly irrevocably guarantees to each holder of a Note authenticated and severally guaranteesdelivered by JPMorgan (“Holder” or “Holder of Note”), each as a primary obligor and not merely as a surety, that: (i) all amounts due with respect to the Administrative AgentNotes shall be duly and punctually paid in full when due, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premiumwhether at maturity, if anyby acceleration or otherwise, and interest on the Guaranteed Obligations overdue principal and any (to the extent permitted by law) interest, if any, on the Notes and all other amounts due under obligations of the Issuer or pursuant the Guarantors to the Loan DocumentsHolders hereunder or thereunder and all other obligations shall be promptly paid in full or performed, when all in accordance with the terms hereof and as thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall become be promptly paid in full when due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) performed in accordance with the terms of the Loan Documentsextension or renewal, whether at maturity, by acceleration or otherwise. The Guarantors’ guaranty Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Section Agreement or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An event of default hereunder or the Notes shall constitute an event of default under each Guaranty, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Issuer. Except as provided below, each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guaranty is an absoluteaffixed to any particular Note, present or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and continuing guarantee all demands whatsoever and covenants that its Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes, this Agreement and each Guaranty. Each Guaranty is a guaranty of payment and not of collectabilitycollection. No stockholder, and is in no way conditional officer, director, employee or contingent upon any attempt to collect from the Borrowerincorporator, any of the Guarantors past, present or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other actionfuture, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all Guarantor, as such, shall have any personal liability under its Guaranty by reason of which are waived by his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guaranty shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the Guarantors to the fullest extent permitted by law)net assets of each Guarantor, determined in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection accordance with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesGAAP.

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

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Master Servicer or Moog or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a Bankruptcy proceeding any manner whatsoever by an impairment, modification, change, release, increase or otherwise) following limitation of the liability of any default in payment Obligor, any Originator, the Master Servicer or Moog or by reason of the bankruptcy or insolvency of any Obligor, any Originator, the Master Servicer or Moog. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Master Servicer, Moog or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or 758444419 21691544 35 unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Master Servicer, Moog or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

Unconditional Guaranty. Each Guarantor hereby irrevocablyabsolutely, unconditionally and jointly and severally guaranteesirrevocably guarantees to Landlord (a) the due, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due complete and punctual payment by Tenant of all Fixed Rent and Additional Rent (as such terms are defined in the Lease); (b) the due, complete and punctual performance and observance of all of the principal terms, covenants and conditions of the Lease, to be paid, performed and observed by Tenant during the premiumterm of the Lease (herein called the "Term"); (c) the accuracy of each representation and warranty made by Tenant in the Lease; and (d) the full and prompt payment of all legal and other costs and expenses paid or incurred by the Landlord in the enforcement of this Guaranty, if anyincluding, and interest on without limitation, reasonable attorneys' fees, all irrespective of the Guaranteed Obligations and any and all other amounts due under validity, binding effect, legality or pursuant to enforceability against Tenant of the Loan Documents, when and or, except as provided in Section 3(e) below, any other circumstance which might now or hereafter otherwise constitute a legal or equitable discharge or defense of Guarantor (the items referred to in (a) through (c) above are hereinafter referred to collectively as the same "Obligations"). Guarantor hereby agrees that upon the occurrence of an "Event of Default" (as such term is defined in Section 12.1 of the Lease) by Tenant in (i) the complete payment when due of any amounts payable under any of the Documents, or (ii) in the performance or observance of any term, covenant or condition of the Lease, Guarantor shall become due and payable (whether at stated maturity upon written demand specifying the nature of such Event of Default remaining to be cured, cure such Event of Default by payment or by optional or mandatory prepayment or by declaration, redemption or otherwise) performance in accordance with the terms of the Loan DocumentsLease. The Guarantors’ guaranty Guarantor acknowledges that it has received copies of the Documents and that the same are legal, valid and binding instruments enforceable against Tenant, in accordance with their respective terms and except as provided in Section 3(e) below, Guarantor waives any notice under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesDocuments.

Unconditional Guaranty. Each (a) Subject to the provisions of this Article Eleven, each Guarantor hereby irrevocablyhereby, unconditionally and jointly and severally severally, fully and unconditionally guarantees, each as on a primary obligor and not merely as a suretysenior subordinated basis, to each Holder of a Note authenticated and delivered by the Administrative AgentTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Lenders and Notes or the obligations of the Issuer or any other Secured Parties Guarantors to the Holders or the Trustee hereunder or thereunder: (i) (A) the due and punctual payment of the principal of and the of, premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, Notes when and as the same shall become due and payable (payable, whether at stated maturity or by optional or mandatory prepayment or by declarationmaturity, upon redemption or repurchase, by acceleration or otherwise, (B) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (C) the due and punctual payment and performance (within applicable grace periods hereunder) of all other obligations of the Issuer and all other obligations of the other Guarantors (including under the Guaranties), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereof (collectively, the “Guaranteed Obligations”); and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of the Guaranteed Obligations in accordance with the terms of the Loan Documentsextension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. The Guarantors’ guaranty Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Section is Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an absolute, present and continuing guarantee event of payment and not of collectabilitydefault under the Guaranties, and is in no way conditional or contingent upon any attempt shall entitle the Holders of Notes to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or accelerate the obligations of the Guarantors hereunder, including, without limitation, thereunder in the fees same manner and expenses of counsel to the Administrative Agent, such Lenders and same extent as the other Secured Partiesobligations of the Issuer under the Indenture.

Unconditional Guaranty. Each Guarantor The Guarantors jointly and severally, hereby irrevocably, absolutely and unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, guarantee (i) to the Administrative AgentLender, the Lenders prompt and the other Secured Parties the complete payment when due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or maturity, by optional or mandatory prepayment or by declaration, redemption acceleration or otherwise) of all of the indebtedness owing by the Borrowers to the Lender evidenced by the Note, all obligations under, and the due and prompt performance of all of, the terms, agreements, covenants and conditions of the Loan Documents (collectively, the "Liabilities"), and (ii) to the Lender, the prompt payment of all expenses, including reasonable attorneys' fees, and costs reasonably incurred by the Lender in accordance connection with the terms collection of the Liabilities or the enforcement of the Note or any Loan Documents. The Guarantors’ guaranty term "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts and other monetary obligations and liabilities heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined including interest (including any interest accruing after the commencement of any proceeding by or against the Borrowers under the Bankruptcy Code, or any other similar law, and any other interest that would have accrued but for the commencement of such proceeding, whether or not any such interest is allowed as a claim enforceable against the Borrowers in such proceeding) required under the applicable Note, and whether recovery upon such indebtedness and obligations may be or hereafter become unenforceable against the Borrowers or any debtor-in-possession or trustee under the Bankruptcy Code or other applicable law. (The Liabilities and all other expenses and costs to be paid by the Guarantor pursuant to this Section Guaranty shall hereinafter be collectively referred to as the "Guaranteed Obligations.") This Guaranty is an absolute, present and continuing guarantee absolute guaranty of payment and performance and not a guaranty of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiescollection.

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

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

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

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

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

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

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

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

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

Unconditional Guaranty. Each Guarantor In consideration of the extension of credit to .(“debtor”) by Xxxx Systems, LLC (“creditor”), and for good and valuable consideration, the receipt of which is hereby irrevocablyacknowledged, unconditionally and the undersigned, jointly and severally guaranteesseverally, each as a primary obligor “if applicable”, guarantee the full and not merely as a suretyprompt payment when due, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption acceleration or otherwise) in accordance with the terms , of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteall past, present and continuing guarantee future indebtedness, obligations and liabilities of payment and not the debtor to the creditor, whether direct or indirect, joint or several, absolute or contingent, including all costs of collectabilitycollection, interest, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any attorney’s fees (“obligations”). The undersigned waives acceptance of the Guarantors or Guaranty and further waives all notices and demands of any other guarantor kind, including, but not limited to, all demands of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demandpayments and notices of nonpayment, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment dishonor of any of the Guaranteed Obligations by the Debtor. The undersigned further waives all notices and, specifically, hereby consents to any extensions of credit, acceleration, modifications, immaterial alterations, material alterations, amendments or changes of terms of any agreements concerning the Obligations, including, but not limited to, any extensions or renewals of the Obligations or the obligations change of the Guarantors hereunderrate of interest therefrom and any notices, the acceptance of any partial payments or the release or transfer of any collateral for the payment of the Obligation. The undersigned also waives any claim, right, or remedy which such guarantor may now have or hereafter acquire against the debtor that arises hereunder and/or from the performance by the guarantor hereunder including, without limitation, any claim, remedy, or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right, or remedy of secured party against the fees debtor or any security which secured party now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor and expenses Co-Guarantor, if applicable, authorizes creditor to investigate Guarantor’s and Co-Guarantor’s personal credit standing, financial circumstances and responsibility and authorizes and instructs all persons having information concerning Guarantor’s or Co-Guarantor’s credit standing, financial circumstances and responsibility to release such information to creditor, its agents, attorneys or employees. This includes, without limitation, authorization for seller and its agents, attorneys and employees to request, obtain, and use for all purposes which creditor deems necessary, a copy of counsel any credit bureau or consumer credit report for the Guarantor and Co-Guarantor at any time. This guaranty is a continuing guaranty of payment, and shall inure to the Administrative Agentbenefit of Creditor from the date hereon and shall remain in full force and effect until written notice of termination thereof has been received by Creditor by certified mail. Termination of the guaranty by the undersigned shall not effect any of the guarantor’s obligations hereunder with respect to indebtedness incurred prior to the termination. No delay on the part of the Creditor in exercising any of Creditor’s options, powers or rights, or partial or single exercise thereof shall constitute a waiver thereof. All of the Creditor’s rights are cumulative and alternative. Whenever possible, each provision of this guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this guaranty shall be prohibited by or invalid under applicable law, such Lenders provision shall be ineffective only to the extent of such prohibition without invalidating the remainder of the provision or the remaining portions of this guaranty. This guaranty shall inure to the benefit of the Creditor and its successors and assigns and shall be binding upon the other Secured Parties.successors and assigns, Jurisdiction and preferred venue shall remain in XXXXXX COUNTY, in the state of INDIANA. In Witness Whereof, this document is executed on the day of , 20

Unconditional Guaranty. Each (i) By means of the execution and delivery of this Agreement, each Guarantor hereby irrevocably, absolutely and unconditionally guarantees, and jointly and severally guaranteeswith the other Guarantors to each Lender, each as a primary obligor and not merely as a suretyguarantor (fiador), to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment in full of (a) the principal of and the premiumand, if any, and the interest on (including, without limitation, interest accruing after the Guaranteed Obligations filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, judicial or extrajudicial recovery or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any and all other amounts due under or pursuant to the Loan Documents, this Agreement when and as the same shall become due and payable (whether at stated maturity or by required or optional or mandatory prepayment or by declaration, redemption acceleration or otherwise), (b) any other sums which may become due and payable under the terms and provisions of this Agreement, any other Finance Document or any other instrument referred to herein or therein, and (c) in accordance with the terms case of the Loan DocumentsParent Guarantor, the performance of all other obligations to be performed by the Borrower under this Agreement (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). The Guarantors’ guaranty under this Section Guaranty in the preceding sentence is an absolute, present and continuing guarantee guaranty of payment and not of collectability, collectability and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Borrower or any other guarantor of the Guaranteed Obligations under this Agreement (or including, without limitation, any portion thereofother Guarantor) or upon any other action, occurrence or circumstances circumstance whatsoever. In the event that the Borrower or any Guarantor shall fail so fails to pay when due any of such principalGuaranteed Obligations, premium, interest or other amount each Guarantor agrees to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwithwhen due to the lenders entitled thereto, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors kind, in Pesos, pursuant to the fullest extent permitted by law), in lawful money of the United States, at the place requirements for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agentthis Agreement. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Notwithstanding anything to the contrary in this Agreement or in any other Finance Document, the maximum liability of the Guarantors under this Agreement and under the other Finance Documents shall not exceed an amount equal to the total aggregate outstanding obligations of the Guarantors hereunder, including, without limitation, Borrower under the fees and expenses of counsel to the Administrative Agent, such Lenders Finance Documents and the other Secured Partiesterm “Guaranteed Obligations” shall be so interpreted and limited.

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

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Multicurrency Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, the 130 Multicurrency Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, applicable Currency and at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Multicurrency Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Multicurrency Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Multicurrency Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, including the fees and expenses of counsel to the Administrative Agent, the Multicurrency Agent, such Lenders and the other Secured Parties.

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

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocablyunconditionally, unconditionally absolutely and jointly irrevocably assumes liability for, guarantees payment to Lender of, agrees to pay, protect, defend, save harmless and severally guarantees, each as a primary obligor indemnify Lender from and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and against any and all loss, damage, cost, expense, liability, claim or other obligations incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of the occurrence of or in connection with the following matters: (i) the amount of any income, proceeds or profits (including rents) of the Borrowing Base Collateral and any funds constituting a part of the Borrowing Base Collateral that are, at the time of receipt by Guarantor, required for the payment of operating expenses for the Borrowing Base Collateral (including the establishment of a reasonable reserve for this purpose) and/or required for the payment of amounts due under or pursuant to the Loan Documents, when and as the same shall become that are then due and payable under the Note; and that are not so used; (whether at stated maturity ii) any condemnation or by optional insurance proceeds, or mandatory prepayment other similar funds or by declarationpayments attributable to the Borrowing Base Collateral, redemption or otherwise) in accordance with that under the terms of the Loan Documents. The Guarantors’ guaranty under Documents should have been paid to Lender but that have not been so paid to Lender; (iii) any tenant security deposits, advances or prepaid rents, or other similar sums that have been paid to Borrower or held for the account of Borrower by any other person or entity in connection with the operation of the Borrowing Base Collateral and that have not either been applied or refunded in accordance with the relevant lease or been paid over to Lender; (iv) the amount of any loss suffered by Lender as a result of misrepresentations or fraud by or on behalf of Borrower in connection with the Loan; (v) the amount of any loss suffered by Lender as a result of waste or gross mismanagement of the Borrowing Base Collateral by or permitted by Borrower; (vi) the amount of any loss suffered by Lender as a result of violations of any governmental statute, rule or regulation applicable to the Borrowing Base Collateral; (vii) the amount of any loss suffered by Lender as a result of any Transfer that is not a Permitted Transfer or as a result of any attempt by or on behalf of Borrower to hinder, delay or defeat Lender’s realization on its security for the Note after the occurrence and during the continuance of an Event of Default (including without limitation the filing of any bankruptcy or insolvency proceeding or action to enjoin foreclosure); (viii) relating to assets owned by Borrower prior to the date of this Guaranty and not added to the Borrowing Base Collateral; (ix) interest on the amounts described in clauses (i) through (x) of this Section is an absolute, present 1 at the Default Rate; and continuing guarantee of payment (x) attorneys’ fees and not of collectability, and is other costs incurred by Lender in no way conditional or contingent upon any attempt to collect from the Borrower, collecting any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoeverforegoing. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwithall such amounts when due, without demand, presentment, protest or notice of any kind (all of which are waived whether by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding acceleration or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, together with all interest thereon (including, without limitation, any and all such amounts that would become due but for the fees effect of any bankruptcy or other insolvency proceedings). All amounts and expenses of counsel to obligations guaranteed by Guarantor under this Guaranty are referred to, collectively, as the Administrative Agent, such Lenders and the other Secured Parties“Guaranteed Obligations.”

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

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocablyunconditionally, unconditionally and jointly and severally guaranteesseverally, guarantees to each as Holder of a primary obligor Security authenticated by the Trustee and not merely as a surety, to the Administrative Agent, the Lenders Trustee and the other Secured Parties the due its successors and punctual payment of assigns that: the principal of and interest on the premiumSecurities will be promptly paid in full when due, if anysubject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Guaranteed Obligations overdue principal and interest on any overdue interest on the Securities and all other amounts due under or pursuant obligations of the Company to the Loan DocumentsHolders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 11.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Loan Documents. The Guarantors’ guaranty under validity, regularity or enforceability of the Securities or this Section is an absoluteIndenture, present and continuing guarantee the absence of payment and not of collectability, and is in no way conditional or contingent upon any attempt action to collect from enforce the Borrowersame, any waiver or consent by any Holder of the Guarantors Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other guarantor circumstance which might otherwise con- stitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Guaranteed Obligations (Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guaranty will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture, and this Guaranty. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any portion thereof) custodian, trustee, liquidator or upon other similar official acting in relation to the Company or any other actionGuarantor, occurrence or circumstances whatsoever. In any amount paid by the event that the Borrower Company or any Guarantor to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall fail so to pay be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purpose of this Guaranty, notwithstanding any such principalstay, premium, interest injunction or other amount to prohibition preventing such acceleration in respect of the Administrative Agentobligations guaranteed hereby, a Lender or any other Secured Party, and (y) in the Guarantors will pay the same forthwith, without demand, presentment, protest or notice event of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights acceleration of such Administrative Agentobligations as provided in Article Six, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors such obligations (whether in a Bankruptcy proceeding or otherwisenot due and payable) following any default in payment shall forth become due and payable by each Guarantor for the purpose of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesthis Guaranty.

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocablyFor value received and in order to induce MDFC, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a suretyDeleware corporation ("Lessor"), to enter into, accept or acquire a certain Equipment Lease Agreement dated as of the Administrative AgentDecember 20, 1999 (hereinafter with all present and future Individual Equipment Records, amendments, addenda and riders thereto referred to as the "Lease") with Radient Energy Corporation, a Canadian corporation ("Lessee"), and/or to advance monies or extend or continue to extend credit to or for the benefit of Lessee, under the Lease or otherwise, the Lenders undersigned hereby absolutely, irrevocably and unconditionally guarantees to Lessor (i) the other Secured Parties prompt and full payment when due, by acceleration or otherwise, of all sums now or at any time hereafter due from Lessee to Lessor, under the due Lease or otherwise and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and agrees to pay any and all other amounts due expenses (including counsel fees and expenses) incurred by Lessor in enforcing any rights under this Guaranty, and (ii) the prompt, full and faithful performance and discharge by Lessee of each and every obligation and warranty of Lessee set forth in the Lease (collectively "Lessee's Obligations"). This Guaranty is absolute, unconditional and continuing and shall remain in effect until all of Lessee's Obligations have been paid, performed and discharged regardless of the enforceability of Lessee's Obligations and regardless of any law, regulation or pursuant decree now or hereafter in effect which might in any manner affect Lessee's Obligations. The death or bankruptcy of the undersigned or of Lessee shall not terminate this Guaranty or any obligations hereunder. The liability of the undersigned hereunder shall in no event be affected or impaired by any renewals, amendments, modifications or supplements of or to the Loan DocumentsLease, when and as the same shall become due and payable (whether at stated maturity or by optional any extensions, forebearances, compromises or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms releases of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee any of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerLessee's Obligations, any of Lessor's rights under the Guarantors Lease or any lack of validity or enforceability of Lessee's Obligations or any agreement or instrument relating thereto or any other guarantor circumstance which might otherwise constitute a defense available to, or a discharge of, Lessee or the undersigned and the undersigned hereby consents to and waives notice of any of the Guaranteed Obligations foregoing. The undersigned further expressly waives (i) all diligence in collection and any failure or delay by Lessor in protection or perfection of Lessor's rights under the Lease or in or to any portion thereofcollateral securing any of Lessee's Obligations, (ii) notice of acceptance by Lessor of this Guaranty or upon of the Lease, (iii) notice of leasing of any additional property to Lessee under the Lease, (iv) notice of advancement of any funds to or for the benefit of Lessee, (v) presentment, demand for payment, protest and notice of protest, default, non-payment or partial payment by Lessee, (vi) all other actionnotices and formalities to which Lessee and/or the undersigned might be entitled, occurrence by statute or circumstances whatsoever. In the event that the Borrower or otherwise, (vii) any Guarantor shall fail so to pay any such principalright of subrogation, premiumreimbursement, interest or other amount to the Administrative Agentexoneration, a Lender contribution, indemnity or any other Secured Partyright that would result in Guarantor being deemed a creditor of Lessee under the United States Bankruptcy Code or any other law or any right to enforce any remedy which Lessor now has or may hereafter have against Lessee and any benefit of, the Guarantors will pay the same forthwithand any right to participate in, without demandany security now or hereafter held by Lessor, presentment, protest or notice of whether any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United Statesforegoing arise in equity, at law or by contract and (viii) any other action or any other circumstance whatsoever which might constitute a defense to enforcement of this Guaranty. This Guaranty shall continue to be effective or be reinstated, as the place for payment specified in the Loan Documents or specified by such Administrative Agent in writingcase may be, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and if at any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following time any default in payment of any of the Guaranteed Lessee's Obligations is rescinded or must otherwise be returned by Lessor upon the insolvency, bankruptcy or reorganization of Lessee or otherwise, all as though such payment had not been made. The undersigned further waives any right of setoff, recoupment or counterclaim against Lessor with respect to any claim or demand the undersigned may at any time have against Lessee, or against any other person or concern liable for Lessee's Obligations, and as further security to Lessor, any and all debts or liabilities now or hereafter owing to the undersigned by Lessee, and/or such other person or concern, and any lien, security or collateral given to the undersigned in connection therewith, are hereby subordinated to the claims and liens of, and assigned to, Lessor. The obligations of the Guarantors undersigned hereunder are and shall at all times be the original, direct and primary obligations of the undersigned, as if the undersigned were the lessee under the Lease. Lessor shall not in any event be obligated to pursue or exhaust any rights or remedies against Lessee or others, or resort to any security, prepayments or collateral, as a prerequisite to enforcing this Guaranty against the undersigned. This Guaranty shall be binding upon the undersigned and its, his or her respective heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lessor and its successors and assigns. All of the obligations and agreements of the undersigned in this Guaranty are joint and several. If the undersigned is a corporation, each signatory on behalf of such corporation warrants that he or she has the authority to sign on behalf of such corporation and by so signing, to bind said corporation hereunder. If the undersigned is married, it is the intent of such undersigned to bind to the performance of this Guaranty any separate estate of such person together with all joint and/or community property of such undersigned. No modification or waiver of any of the provisions of this Guaranty shall be effective unless in writing and signed by the undersigned and an officer of Lessor. The undersigned agrees to furnish to Lessor such financial information concerning the undersigned as Lessor may reasonably request from time to time, including, without limitation, a certified audit report of any business operation owned in part or in whole by the fees undersigned. If any provision of this Guaranty or the application thereof is hereafter held invalid or unenforceable, the remainder of this Guaranty shall not be affected thereby, and expenses to this end the provisions of counsel this Guaranty are declared severable. This Guaranty shall be governed in all respects by the laws of the State of California and the undersigned hereby irrevocably consent to the Administrative Agent, such Lenders jurisdiction of the California State Courts and the other Secured Parties.United States Courts located in Los Angeles County. Dated this 20 day of December, 1999. Witness: Guarantor(s): __________________________________ Radiant Energy By: _____________________________ By: /s/ Colin X.X. Xxxxxx ---------------------------------- Printed Name: ___________________ Printed Name: Colin X.X. Xxxxxx ------------------------ Title: __________________________ Title: Chief Operations Officer ------------------------------- By: Xxxxxxx X. Xxxx ---------------------------------- Printed Name: Xxxxxxx X. Xxxx ------------------------ Title: Vice President, Engineering ------------------------------- Unconditional Guaranty Page2 of 2

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocablyIn order to induce the Lessor to enter into this Lease, unconditionally and each of the undersigned (each a "Guarantor"), jointly and severally guaranteesseverally, each as a primary obligor absolutely and not merely as a surety, unconditionally guarantees to the Administrative Agent, Lessor: (a) the Lenders full and the other Secured Parties the due and punctual prompt payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with under the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived Lease by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors Lessee (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, Lessee's obligation to purchase the Property upon expiration of the Term of the Lease); (b) the full and prompt payment of all expenses and charges, including court costs, consultants’ fees and expenses attorneys’ fees, paid or incurred by the Lessor in realizing any of counsel to the Administrative Agentpayments hereby guaranteed or incurred in enforcing this Guaranty; and (c) the performance of any and all obligations of the Lessee under the Lease. The obligations of each Guarantor under this Guaranty shall be joint and several, such Lenders absolute and unconditional, irrespective of the validity, regularity or enforceability of any of the provisions of the Lease or any circumstances which might otherwise constitute a legal or equitable discharge or defense of any Guarantor. Upon the occurrence of a default under the Lease, and the failure of Lessee to cure the default within the time periods permitted by the Lease, the Lessor may, in its sole discretion, proceed first and directly against any Guarantor under this Guaranty without proceeding against or exhausting any other Secured Parties.remedies which the Lessor may have under the Lease and without resorting to any other security held by the Lessor. The Lessor shall, in its discretion and without the necessity of obtaining the consent of or giving notice to any Guarantor, have the right to:

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

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a Bankruptcy proceeding any manner whatsoever by an impairment, modification, change, release, increase or otherwise) following limitation of the liability of any default in payment Obligor, any Originator or the Servicer or by reason of the bankruptcy or insolvency of any Obligor, any Originator or the Servicer. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Event of Termination) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Parties.risk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations. 153

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of Seller under the Seller Guaranty are absolute and the premiumunconditional, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms irrespective of the Loan Documents. The Guarantors’ guaranty under this Section is an absolutevalue, present and continuing guarantee genuineness, validity, regularity or enforceability of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerGuaranteed Obligations, any of the Guarantors Contract, any Transaction Document or any other guarantor of the Guaranteed Obligations (agreement or any portion thereof) or upon any other actioninstrument referred to therein, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)Applicable Law, in lawful money irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the United States, at the place for payment specified in the Loan other Transaction Documents or specified by such any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent in writingor the Purchasers to make a demand on or proceed against any Obligor, any Originator, the Servicer or the Performance Guarantor or any other Person or to such require the Administrative AgentAgent or the Purchasers to pursue any other remedy or enforce any other right. The Guarantors Seller further agree, promptly after demand, agrees that no Person or Governmental Authority shall have any right to pay to request any return or reimbursement of funds from the Administrative Agent, Agent or the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party Purchasers in connection with enforcing monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Sold Assets or any other collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of such Administrative Agent, Lenders security and the other Secured Parties against the Borrower and exercise of any or all of the Guarantors (whether aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in a Bankruptcy proceeding any manner whatsoever by an impairment, modification, change, release, increase or otherwise) following limitation of the liability of any default in payment Obligor, any Originator, the Servicer or the Performance Guarantor or by reason of the bankruptcy or insolvency of any Obligor, any Originator, the Servicer or the Performance Guarantor. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor, any Originator, the Servicer, the Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents 129 and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Guarantors hereunder, including, without Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the fees and expenses occurrence of counsel any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Termination Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, even though the Administrative AgentAgent might have elected to apply such payment to any part or all of the Guaranteed Obligations, such Lenders (E) any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F) any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, the Performance Guarantor or any Obligor may allege or assert against the Administrative Agent or any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the other Secured Partiesrisk of the Seller as an obligor in respect of the Sold Assets or the Guaranteed Obligations.

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

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

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocablyunconditionally, unconditionally and jointly and severally guaranteesseverally, guarantees (each, a "GUARANTY") to each as Holder of a primary obligor Security authenticated by the Trustee and not merely as a surety, to the Administrative Agent, the Lenders Trustee and the other Secured Parties the due its successors and punctual payment of assigns that: the principal of and interest on the premiumSecurities will be promptly paid in full when due, if anysubject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Guaranteed Obligations overdue principal and interest on any overdue interest on the Securities and all other amounts due under or pursuant obligations of the Company to the Loan DocumentsHolders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 11.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Loan Documents. The Guarantors’ guaranty under validity, regularity or enforceability of the Securities or this Section is an absoluteIndenture, present and continuing guarantee the absence of payment and not of collectability, and is in no way conditional or contingent upon any attempt action to collect from enforce the Borrowersame, any waiver or consent by any Holder of the Guarantors Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other guarantor circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Guaranteed Obligations (Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guaranty will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture, and this Guaranty. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any portion thereof) custodian, trustee, liquidator or upon other similar official acting in relation to the Company or any other actionGuarantor, occurrence or circumstances whatsoever. In any amount paid by the event that the Borrower Company or any Guarantor to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall fail so to pay be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purpose of this Guaranty, notwithstanding any such principalstay, premium, interest injunction or other amount to prohibition preventing such acceleration in respect of the Administrative Agentobligations guaranteed hereby, a Lender or any other Secured Party, and (y) in the Guarantors will pay the same forthwith, without demand, presentment, protest or notice event of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights acceleration of such Administrative Agentobligations as provided in Article Six, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors such obligations (whether in a Bankruptcy proceeding or otherwisenot due and payable) following any default in payment shall forth become due and payable by each Guarantor for the purpose of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesthis Guaranty.

Unconditional Guaranty. Each Guarantor hereby irrevocablyFor value received and in order to induce Boeing Capital Corporation, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a suretyDelaware corporation ("Lender"), to enter into, accept or acquire a certain Loan and Security Agreement dated as June 11, 1999 (hereinafter with all present and future, amendments, addenda and riders thereto referred to as the Administrative Agent"Loan") with The First Security Bank, N.A., not in its individual capacity but as Trustee under that certain Xxxx 000 Xxxx Trust No. 1, a Utah trust ("Debtor"), and/or to advance monies or extend or continue to extend credit to or for the benefit of Debtor, under the Loan or otherwise, the Lenders undersigned hereby absolutely, irrevocably and unconditionally guarantees to Lender (i) the other Secured Parties prompt and full payment when due, by acceleration or otherwise, of all sums now or at any time hereafter due from Debtor to Lender, under the due Loan or otherwise and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and agrees to pay any and all other amounts due expenses (including reasonable counsel fees and expenses) incurred by Lender in enforcing any rights under this Guaranty, and (ii) the prompt, full and faithful performance and discharge by Debtor of each and every obligation and warranty of Debtor set forth in the Loan (collectively "Debtor's Obligations"). This Guaranty is absolute, unconditional and continuing and shall remain in effect until all of Debtor's Obligations have been paid, performed and discharged regardless of the enforceability of Debtor's Obligations and regardless of any law, regulation or pursuant decree now or hereafter in effect which might in any manner affect Debtor's Obligations. The death or bankruptcy of the undersigned or of Debtor shall not terminate this Guaranty or any obligations hereunder. The liability of the undersigned hereunder shall in no event be affected or impaired by any renewals, amendments, modifications or supplements of or to the Loan DocumentsLoan, when and as the same shall become due and payable (whether at stated maturity or by optional any extensions, forebearances, compromises or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms releases of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee any of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the BorrowerDebtor's Obligations, any of Lender's rights under the Guarantors Loan or any lack of validity or enforceability of Debtor's Obligations or any agreement or instrument relating thereto or any other guarantor circumstance which might otherwise constitute a defense available to, or a discharge of, Debtor or the undersigned and the undersigned hereby consents to and waives notice of any of the Guaranteed Obligations foregoing. The undersigned further expressly waives (i) all diligence in collection and any failure or delay by Lender in protection or perfection of Lender's rights under the Loan or in or to any portion thereofcollateral securing any of Debtor's Obligations, (ii) notice of acceptance by Lender of this Guaranty or upon of the Loan, (iii) notice of advancement of any additional funds to or for the benefit of Debtor, (iv) presentment, demand for payment, protest and notice of protest, default, non-payment or partial payment by Debtor, (v) all other actionnotices and formalities to which Debtor and/or the undersigned might be entitled, occurrence by statute or circumstances whatsoever. In the event that the Borrower or otherwise, (vi) any Guarantor shall fail so to pay any such principalright of subrogation, premiumreimbursement, interest or other amount to the Administrative Agentexoneration, a Lender contribution, indemnity or any other Secured Partyright that would result in Guarantor being deemed a creditor of Debtor under the United States Bankruptcy Code or any other law or any right to enforce any remedy which Lender now has or may hereafter have against Debtor and any benefit of, the Guarantors will pay the same forthwithand any right to participate in, without demandany security now or hereafter held by Lender, presentment, protest or notice of whether any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United Statesforegoing arise in equity, at law or by contract and (vii) any other action or any other circumstance whatsoever which might constitute a defense to enforcement of this Guaranty. This Guaranty shall continue to be effective or be reinstated, as the place for payment specified in the Loan Documents or specified by such Administrative Agent in writingcase may be, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and if at any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following time any default in payment of any of the Guaranteed Debtor's Obligations is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of Debtor or otherwise, all as though such payment had not been made. The undersigned further waives any right of setoff, recoupment or counterclaim against Lender with respect to any claim or demand the undersigned may at any time have against Debtor, or against any other person or concern liable for Debtor's Obligations, and as further security to Lender, any and all debts or liabilities now or hereafter owing to the undersigned by Debtor, and/or such other person or concern, and any lien, security or collateral given to the undersigned in connection therewith, are hereby subordinated to the claims and liens of, and assigned to, Lender. The obligations of the Guarantors undersigned hereunder are and shall at all times be the original, direct and primary obligations of the undersigned, as if the undersigned were the Debtor under the Loan. Lender shall not in any event be obligated to pursue or exhaust any rights or remedies against Debtor or others, or resort to any security, prepayments or collateral, as a prerequisite to enforcing this Guaranty against the undersigned. This Guaranty shall be binding upon the undersigned and its, his or her respective heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. All of the obligations and agreements of the undersigned in this Guaranty are joint and several. If the undersigned is a corporation, each signatory on behalf of such corporation warrants that he or she has the authority to sign on behalf of such corporation and by so signing, to bind said corporation hereunder. No modification or waiver of any of the provisions of this Guaranty shall be effective unless in writing and signed by the undersigned and an officer of Lender. Guarantor, includingbeing a corporation with publicly held debt or equity, shall furnish to Lender promptly upon their availability, copies of all financial statements, reports, notices and proxy statements, if any, sent by Guarantor to its public security holders, and all regular and periodic reports filed by Guarantor with the principal securities exchange including without limitationlimitation balance sheet, profit and loss statement and statement of cash flows, with said fiscal year reports audited by a recognized firm of independent certified public accountants reasonably satisfactory to Lender on which the securities of Guarantor are listed, if any, or with the Securities and Exchange Commission, including but not limited to 10-K and 10-Q reports. If any provision of this Guaranty or the application thereof is hereafter held invalid or unenforceable, the fees remainder of this Guaranty shall not be affected thereby, and expenses to this end the provisions of counsel this Guaranty are declared severable. Guarantor is not in default under any agreement, contract or judgment to which Guarantor is a party and any period of cure has expired, in an amount of $5 million or more . Guarantor has filed all required material tax returns and has paid all material taxes to the Administrative Agentextent they have become due other than those which are being contested in good faith by appropriate proceedings and as to which appropriate reserves are being maintained by Guarantor in accordance with GAAP and so long as such proceedings operate during the pendency thereof to prevent the sale, such Lenders forfeiture, or loss of the Collateral, and Guarantor does not have any knowledge of any actual or proposed deficiency or additional assessment in connection therewith. This Guaranty shall be governed in all respects by the laws of the State of California and the other Secured Partiesundersigned hereby irrevocably consent to the jurisdiction of the California State Courts and the United States Courts located in Los Angeles County. Dated this __________ day of June, 1999.

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

Unconditional Guaranty. Each Guarantor In consideration of the extension of credit to (“debtor”) by Cash Concrete Products, Inc.(“creditor”), and for good and valuable consideration, the receipt of which is hereby irrevocablyacknowledged, unconditionally and the undersigned, jointly and severally guaranteesseverally, each as a primary obligor “if applicable”, guarantee the full and not merely as a suretyprompt payment when due, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption acceleration or otherwise) in accordance with the terms , of the Loan Documents. The Guarantors’ guaranty under this Section is an absoluteall past, present and continuing guarantee future indebtedness, obligations and liabilities of payment and not the debtor to the creditor, whether direct or indirect, joint or several, absolute or contingent, including all costs of collectabilitycollection, interest, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any attorney’s fees (“obligations”). The undersigned waives acceptance of the Guarantors or Guaranty and further waives all notices and demands of any other guarantor kind, including, but not limited to, all demands of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demandpayments and notices of nonpayment, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment dishonor of any of the Guaranteed Obligations by the Debtor. The undersigned further waives all notices and, specifically, hereby consents to any extensions of credit, acceleration, modifications, immaterial alterations, material alterations, amendments or changes of terms of any agreements concerning the Obligations, including, but not limited to, any extensions or renewals of the Obligations or the obligations change of the Guarantors hereunderrate of interest therefrom and any notices, the acceptance of any partial payments or the release or transfer of any collateral for the payment of the Obligation. The undersigned also waives any claim, right, or remedy which such guarantor may now have or hereafter acquire against the debtor that arises hereunder and/or from the performance by the guarantor hereunder including, without limitation, any claim, remedy, or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right, or remedy of secured party against the fees debtor or any security which secured party now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Guarantor and expenses Co­Guarantor, if applicable, authorizes creditor to investigate Guarantor’s and Co­Guarantor’s personal credit standing, financial circumstances and responsibility and authorizes and instructs all persons having information concerning Guarantor’s or Co­ Guarantor’s credit standing, financial circumstances and responsibility to release such information to creditor, its agents, attorneys or employees. This includes, without limitation, authorization for seller and its agents, attorneys and employees to request, obtain, and use for all purposes which creditor deems necessary, a copy of counsel any credit bureau or consumer credit report for the Guarantor and Co­ Guarantor at any time. This guaranty is a continuing guaranty of payment, and shall inure to the Administrative Agentbenefit of Creditor from the date hereon and shall remain in full force and effect until written notice of termination thereof has been received by Creditor by certified mail. Termination of the guaranty by the undersigned shall not effect any of the guarantor’s obligations hereunder with respect to indebtedness incurred prior to the termination. No delay on the part of the Creditor in exercising any of Creditor’s options, powers or rights, or partial or single exercise thereof shall constitute a waiver thereof. All of the Creditor’s rights are cumulative and alternative. Whenever possible, each provision of this guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this guaranty shall be prohibited by or invalid under applicable law, such Lenders provision shall be ineffective only to the extent of such prohibition without invalidating the remainder of the provision or the remaining portions of this guaranty. This guaranty shall inure to the benefit of the Creditor and its successors and assigns and shall be binding upon the other Secured Parties.successors and assigns, jurisdiction and preferred venue shall remain in Xxxxxx County, state of Indiana. In Witness Whereof, this document is executed on the day of , 20 _ _

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

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment This Guaranty of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section Lease is an absolute, present absolute and continuing guarantee unconditional guaranty of payment and not of collectabilityperformance. It shall be enforceable against Guarantor without the necessity of any suit or proceeding on Landlord’s part of any kind or nature whatsoever against Tenant, its successors and assigns, and is in no way conditional without the necessity of any notice of nonpayment, nonperformance or contingent upon nonobservance, or any attempt to collect from the Borrowernotice of acceptance of this Guaranty, any of the Guarantors or any other guarantor of the Guaranteed Obligations (notice or any portion thereof) or upon any other actiondemand to which Guarantor might otherwise be entitled, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors Guarantor hereby expressly waives (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, all rights of Guarantor arising under Sections 49-25 and 49-26 of the fees Code of Virginia (as amended from time to time)); and expenses Guarantor hereby expressly agrees that the validity of counsel this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, or against Tenant’s successors and assigns, of any of the rights or remedies reserved to Landlord pursuant to the Administrative Agentprovisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (a) the release or discharge of Tenant in any creditors’ proceedings, receivership, bankruptcy or other proceeding; (b) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision in any court; or (c) the rejection or disaffirmance of the Lease in any such Lenders and the other Secured Partiesproceeding.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties Lender the due and punctual payment and performance in full of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan DocumentsObligations. The Guarantors’ guaranty under this Section 10.1 is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured PartyLender, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent the Lender in writing, to such Administrative Agentthe Lender. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties Lender the costs and expenses incurred by such Administrative Agent, the Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties Lender against the Borrower and any or all of the Guarantors (whether in a Bankruptcy bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesLender.

Unconditional Guaranty. Each (a) In consideration of the execution and delivery of this Agreement and the purchase of the Convertible Notes by the Purchasers, the Merger Sub and, effective as of the consummation of the Merger, each other Guarantor hereby irrevocably, absolutely, unconditionally and jointly and severally guaranteeswith the other Guarantors guarantees to the Purchasers and each other Secured Party, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment in full of (i) the principal of and interest on (including, without limitation, interest accruing after the premiumfiling of any petition in bankruptcy, if anyor the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to under, the Loan Documents, Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional or mandatory prepayment or by declarationacceleration or otherwise including any Make-Whole Amounts and other fees, redemption or otherwiseamounts, and premiums) in accordance with and (ii) any other sums which may become due under the terms and provisions of this Agreement, the Convertible Notes, or any other Note Document or other instrument referred to herein or therein (including amounts that would become due but for the operation of the Loan Documentsautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (all such obligations described in clauses (i) and (ii) above are herein called the “Guaranteed Obligations”). The Guarantors’ guaranty under this Section in the preceding sentence is an absolute, present and continuing guarantee guaranty of payment and not of collectability, collectability and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Issuer or any other guarantor of the Guaranteed Obligations Note Documents (or including, without limitation, any portion thereofother Guarantor) or upon any other action, occurrence or circumstances circumstance whatsoever. In the event that the Borrower or any Guarantor Issuer shall fail so to pay any of such principalGuaranteed Obligations, premium, interest or other amount each Guarantor agrees to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwithwhen due to the Holders entitled thereto, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)kind, in lawful money of the United StatesStates of America, at pursuant to the place requirements for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative AgentConvertible Notes and this Agreement. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any Each default in payment of any of the Guaranteed Obligations or shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel Convertible Notes issued in connection with this Agreement may (but need not) make reference to the Administrative Agent, such Lenders and the other Secured Parties.guaranty provided in this Section 7. 77

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

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

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment The obligations of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty Guarantor under this Section is an absolute, present Guaranty are absolute and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt unconditional without regard to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of any other party or person. The obligations of the Guarantors hereunder, Guarantor hereunder shall not be in any way be limited or affected by any circumstance whatsoever including, without limitation, (a) any act or omission of the fees Agent or any Lender consented to in Section 2 hereof; (b) the failure to receive any notice, demand, presentment or protest waived in Sections 3 and expenses 4 hereof; (c) any failure by the Borrower or any other guarantor or surety to perform or comply with the obligations or the terms of counsel any instrument or agreement relating thereto; (d) any change in the name, purpose, capital stock or constitution of the Borrower or any other guarantor or surety; (e) any irregularity, defect or unauthorized action by Agent, any Lender, Borrower or any other guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Administrative Obligations or in carrying out or attempting to carry out the terms of any such agreements; (f) any insolvency, bankruptcy, reorganization or similar proceeding by or against Borrower, Agent, such Lenders and any Lender, Guarantor or any other surety or guarantor; (g) any setoff, counterclaim, recoupment, deduction, defense or other right which Guarantor may have against Agent, any Lender, Borrower or any other person for any reason whatsoever whether related to the obligations or otherwise; or (h) any other Secured Partiescircumstance which might constitute a legal or equitable discharge or defense, in whole or in part, of a surety or guarantor. Guarantor hereby waives all defenses of a surety to which it may be entitled by statute or otherwise.

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

Unconditional Guaranty. Each Person who becomes a Guarantor pursuant to Section 4.18 of this Indenture shall hereby irrevocablyunconditionally, unconditionally and jointly and severally guaranteesseverally, guarantee (each, a "Guaranty") to each as Holder of a primary obligor Security authenticated by the Trustee and not merely as a surety, to the Administrative Agent, the Lenders Trustee and the other Secured Parties the due its successors and punctual payment of assigns that: the principal of and interest on the premiumSecurities will be promptly paid in full when due, if anysubject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Guaranteed Obligations overdue principal and interest on any overdue interest on the Securities and all other amounts due under or pursuant obligations of the Company to the Loan DocumentsHolders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 11.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Loan Documents. The Guarantors’ guaranty under validity, regularity or enforceability of the Securities or this Section is an absoluteIndenture, present and continuing guarantee the absence of payment and not of collectability, and is in no way conditional or contingent upon any attempt action to collect from enforce the Borrowersame, any waiver or consent by any Holder of the Guarantors Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other guarantor circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Guaranteed Obligations (Company, any right to re- quire a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guaranty will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture, and this Guaranty. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any portion thereof) custodian, trustee, liquidator or upon other similar official acting in relation to the Company or any other actionGuarantor, occurrence or circumstances whatsoever. In any amount paid by the event that the Borrower Company or any Guarantor to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall fail so to pay be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purpose of this Guaranty, notwithstanding any such principalstay, premium, interest injunction or other amount to prohibition preventing such acceleration in respect of the Administrative Agentobligations guaranteed hereby, a Lender or any other Secured Party, and (y) in the Guarantors will pay the same forthwith, without demand, presentment, protest or notice event of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights acceleration of such Administrative Agentobligations as provided in Article Six, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors such obligations (whether in a Bankruptcy proceeding or otherwisenot due and payable) following any default in payment shall forth become due and payable by each Guarantor for the purpose of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesthis Guaranty.

Unconditional Guaranty. Each Guarantor hereby irrevocablyunconditionally, unconditionally and jointly and severally guaranteesseverally, guarantees to each as Holder of a primary obligor Security authenticated by the Trustee and not merely as a surety, to the Administrative Agent, the Lenders Trustee and the other Secured Parties the due its successors and punctual payment of assigns that: the principal of and interest on the premiumSecurities will be promptly paid in full when due, if anysubject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Guaranteed Obligations overdue principal and interest on any overdue interest on the Securities and all other amounts due under or pursuant obligations of the Company to the Loan DocumentsHolders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 11.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Loan Documents. The Guarantors’ guaranty under validity, regularity or enforceability of the Securities or this Section is an absoluteIndenture, present and continuing guarantee the absence of payment and not of collectability, and is in no way conditional or contingent upon any attempt action to collect from enforce the Borrowersame, any waiver or consent by any Holder of the Guarantors Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other guarantor circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Guaranteed Obligations (Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guaranty will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture, and this Guaranty. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any portion thereof) custodian, trustee, liquidator or upon other similar official acting in relation to the Company or any other actionGuarantor, occurrence or circumstances whatsoever. In any amount paid by the event that the Borrower Company or any Guarantor to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall fail so to pay be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purpose of this Guaranty, notwithstanding any such principalstay, premium, interest injunction or other amount to prohibition preventing such acceleration in respect of the Administrative Agentobligations guaranteed hereby, a Lender or any other Secured Party, and (y) in the Guarantors will pay the same forthwith, without demand, presentment, protest or notice event of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights acceleration of such Administrative Agentobligations as provided in Article Six, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors such obligations (whether in a Bankruptcy proceeding or otherwisenot due and payable) following any default in payment shall forth become due and payable by each Guarantor for the purpose of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Partiesthis Guaranty.

Unconditional Guaranty. Each Guarantor hereby irrevocablyunconditionally, unconditionally absolutely, and jointly irrevocably guarantees to Landlord that it will perform, complete and severally guaranteespay for (or cause to be performed, each as a primary obligor completed and not merely as a surety, paid for) the construction of the Improvements to the Administrative Agentpoint of Completion of Construction (including by paying any cost overruns incurred in the course of achieving Completion of Construction) (a) in accordance with the Final Plans, (b) not later than the Lenders Scheduled Completion Date (as defined in and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or determined pursuant to the Loan DocumentsGround Lease), when and as (c) free from any liens or claims of any or all Persons performing services or providing labor at the same Premises or furnishing materials thereto (the obligations and responsibilities enumerated in this Section 3.1, collectively, “Guaranteed Obligations”). If a Trigger Event shall become due occur, then, in any such event and payable within ten (whether 10) days after the earlier to occur of (i) written notice given by Landlord to Guarantor of the occurrence of such Trigger Event, or (ii) Guarantor’s actual knowledge of the occurrence of such Trigger Event, Guarantor shall assume all responsibility therefor and, at stated maturity or by optional or mandatory prepayment or by declarationGuarantor’s own cost and expense, redemption or otherwise) cause the continued construction of the Improvements to the point of Completion of Construction in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under Ground Lease and this Section is an absolute, present and continuing guarantee of Guaranty (including the payment and not discharge of collectabilityall liens and claims of all Persons performing services or providing labor on the Project or furnishing materials thereto). If, and is in no way conditional for ten (10) days following written notice from Landlord, Guarantor shall fail or contingent upon any attempt refuse to collect from the Borrowerperform, or continue performance of, any of its obligations hereunder with respect to the Guarantors Guaranteed Obligations, then in addition to any other rights and remedies which Landlord may have hereunder, under the Ground Lease, or otherwise, Landlord, at Landlord’s sole and absolute discretion, shall have the right to take action (including the payment of costs and expenses) to perform the Guaranteed Obligations before, during, or after the exercise of any other remedy of Landlord against Tenant, Guarantor or any other guarantor Person. The amounts of any and all expenditures so made by Landlord for the payment or performance of the Guaranteed Obligations shall be due and payable to Landlord by Guarantor within ten (10) days after written notice and demand by Landlord and shall bear interest until paid (whether before or after any portion thereofjudgment) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for rate of ten percent (10%) per annum. Subject to Section 7 hereof, this Guaranty shall automatically expire upon the last to occur of (i) Completion of Construction, and (ii) the payment specified in the Loan Documents to Landlord of all amounts payable to Landlord pursuant to Section 3.2 above, if any, together with all other amounts, awards or specified damages payable to Landlord as a result of a default by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors Guarantor hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.