Common use of Guaranty of Payment and Performance Clause in Contracts

Guaranty of Payment and Performance. Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Secured Party and the Investors the full and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and the performance, of all liabilities, agreements and other obligations of the Issuer to the Secured Party and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and any other obligations under the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Secured Party or the Investors first attempt to collect any of the Guarantied Obligations from the Issuer or resort to any security or other means of obtaining payment of the Guarantied Obligations. Should the Issuer default in the payment or performance of any of the Guarantied Obligations, the obligations of each Guarantor hereunder shall become immediately due and payable to the Secured Party and the Investors, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party or the Investors on any number of occasions.

Guaranty of Payment and Performance. Each For value received and hereby acknowledged and as an inducement to the Lenders to make Loans to the Borrowers and the Issuing Banks to issue Letters of Credit for the account of the Borrowers, each Guarantor hereby jointly absolutely, unconditionally and severally, irrevocably and unconditionally guarantees to the Secured Party Agents, the Issuing Banks and the Investors Lenders, the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any other 506(b) of the Federal Bankruptcy Code (such obligations under the Purchase Agreement, the Note and other Transaction Documents (collectively, collectively being the “Guarantied Guaranteed Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Obligations and not of their collectability only and §6 is in no way conditioned upon any requirement that the Secured Party any Agent, any Issuing Bank or the Investors any Lender first attempt to collect any of the Guarantied Obligations from the Issuer applicable Borrower or, as the case may be, Borrowers or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer any Borrower default in the payment or performance of any of the Guarantied its Obligations, the obligations of each Guarantor hereunder with respect to the Guaranteed Obligations shall become immediately due and payable to the Secured Party Administrative Agent, for the benefit of the Lenders, the Issuing Banks and the InvestorsAgents, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Notwithstanding anything to the Guarantors. Payments by contrary contained in this §6, the Guarantors hereunder may parties hereto agree that Paperchase shall not be required to be a guarantor of any of the Obligations hereunder. The guarantee by each of the Secured Party or the Investors on any number of occasionsBorrowers pursuant to this §6.1 is without prejudice to its liability as a principal debtor under this Agreement.

Guaranty of Payment and Performance. Each Guarantor hereby Contingent Obligor hereby, jointly and severally, irrevocably and unconditionally guarantees to the Secured Party and Administrative Agent (on behalf of the Investors Lenders) the full and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after otherwise) of the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise)Advances, and the performance, of all liabilities, agreements and other obligations of the Issuer Borrower to the Secured Party Administrative Agent, the Lender Collateral Agent (on behalf of itself and the Investors, in Lenders) and to each caseof the Lenders under the Transaction Documents, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and any other obligations under the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”"GUARANTEED OBLIGATIONS"). This Guaranty The guaranty provided hereunder is an absolute, unconditional and continuing irrevocable guaranty of the full and punctual payment and performance of the Guarantied Guaranteed Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Administrative Agent or the Investors any Lender first attempt to collect any of the Guarantied Guaranteed Obligations from the Issuer Borrower or resort to any security or other means of obtaining payment of the Guarantied Obligationstheir payment. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Guaranteed Obligations, the obligations with respect to the payment or performance in default of each Guarantor Contingent Obligor hereunder shall become immediately due and payable to the Secured Party and Administrative Agent (on behalf of the InvestorsLenders), without demand or notice of any nature, all of which are expressly waived by the Guarantorseach Contingent Obligor. Payments by the Guarantors Contingent Obligors hereunder may be required by the Secured Party or Administrative Agent (on behalf of the Investors Lenders) on any number of occasions.

Guaranty of Payment and Performance. Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Secured Party and the Investors the full and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and the performance, of all liabilities, agreements and other obligations of the Issuer Borrower to the Secured Party and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and any other obligations under the Purchase Agreement, the Note Notes and other Transaction Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Secured Party or the Investors first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or resort to any security or other means of obtaining payment of the Guarantied Obligations. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of each the Guarantor hereunder shall become immediately due and payable to the Secured Party and the Investors, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party or the Investors on any number of occasions.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severallyirrevocably, irrevocably absolutely and unconditionally guarantees to the Secured Party and the Investors Banks the full and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and the performance, of all liabilities, agreements and other obligations of the Issuer Company to the Secured Party and the Investors, in each caseBanks, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and any other obligations under the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied "Obligations”") under that certain Five-Year Credit Agreement of even date herewith (as extended, renewed, amended, restated or otherwise supplemented from time to time, the "Credit Agreement") among the Company, the Banks from time to time parties thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender, Fleet National Bank, as Syndication Agent and Bank One, NA (Main Office Chicago), as Documentation Agent, respectively, for the Banks thereunder. Capitalized terms used herein without definition which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party or the Investors Banks first attempt to collect any of the Guarantied Obligations from the Issuer Company or resort to any security or other means of obtaining payment of the Guarantied ObligationsObligations which the Banks may now have or may acquire after the date hereof, or upon any other contingency whatsoever. Should the Issuer Company default in the full and punctual payment or performance of any of the Guarantied Obligations, the liabilities and obligations of each the Guarantor hereunder shall become immediately due and payable to the Secured Party and the Investorspayable, without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Secured Party or the Investors Banks on any number of occasions.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Secured Party and the Investors Bank the full and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and the performance, of all Bank Obligations, including without limitation payment and performance in full of the Revolving Credit Note and Term Note, and all other liabilities, agreements and other obligations of the Issuer Borrowers to the Secured Party and the Investors, in each caseBank, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise) (the "Guaranteed Obligations"); provided, including without limitation all Obligations (as defined in however, that the Security AgreementGuarantor's liability for its guaranty hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision(s) and of any other obligations under the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)applicable state law. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Guaranteed Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party or the Investors Bank first attempt to collect any of the Guarantied Guaranteed Obligations from the Issuer Borrowers or resort to any security or other means of obtaining payment of the Guarantied Obligationstheir payment. Should the Issuer Borrowers default in the payment or performance of any of the Guarantied Guaranteed Obligations, the obligations of each the Guarantor hereunder shall become immediately due and payable to the Secured Party and the InvestorsBank, without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Secured Party or the Investors Bank on any number of occasions.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severallyirrevocably, irrevocably absolutely and unconditionally guarantees to the Secured Party and the Investors Banks the full and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and the performance, of all liabilities, agreements and other obligations of the Issuer Company to the Secured Party and the Investors, in each caseBanks, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and any other obligations under the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied "Obligations”") under that certain Credit Agreement of even date herewith (as extended, renewed, amended, restated or otherwise supplemented from time to time, the "Credit Agreement") among the Company, the Banks from time to time parties thereto, and Bank of America, N.A., as Administrative Agent, Fleet National Bank, as Syndication Agent and Bank One, NA (Main Office Chicago), as Documentation Agent, respectively, for the Banks thereunder. Capitalized terms used herein without definition which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party or the Investors Banks first attempt to collect any of the Guarantied Obligations from the Issuer Company or resort to any security or other means of obtaining payment of the Guarantied ObligationsObligations which the Banks may now have or may acquire after the date hereof, or upon any other contingency whatsoever. Should the Issuer Company default in the full and punctual payment or performance of any of the Guarantied Obligations, the liabilities and obligations of each the Guarantor hereunder shall become immediately due and payable to the Secured Party and the Investorspayable, without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Secured Party or the Investors Banks on any number of occasions.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lenders to make the Loans, each Guarantor hereby reaffirms its guaranties to Agent and the other Secured Parties under the Existing Guaranty to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally, irrevocably and unconditionally severally with the other Guarantors guarantees to the Secured Party Agent and the Investors other Secured Parties the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required prepayment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any other obligations under 506(b) of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Federal Bankruptcy Code. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Agent or the Investors any Lender first attempt to collect any of the Guarantied Obligations from the Issuer any Borrower or resort to any collateral security or other means of obtaining payment payment. If an Event of the Guarantied Obligations. Should the Issuer default in the payment or performance of any of the Guarantied ObligationsDefault shall occur, the obligations of each Guarantor hereunder with respect to such Obligations in default shall become immediately due and payable to the Secured Party Agent and the Investorsother Secured Parties, without demand or notice of any nature, all of which are expressly waived by the Guarantorssuch Guarantor. Payments by the Guarantors hereunder may be required by the Secured Party Agent or the Investors any Lender on any number of occasions. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Obligations under and in respect of this Agreement.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Secured Party Administrative/Collateral Agent (on behalf of the Agents and the Investors Lenders) the full payment and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and the performance, of all liabilities, agreements and other obligations of each of UACC, the Issuer Sellers and the Servicer to the Secured Party Administrative/Collateral Agent, each Agent, and each of the Investors, in each caseLenders under the Transaction Documents, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discountexcluding, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and any other obligations under the Purchase Agreementhowever, the Note payment of the Advances and other Transaction Documents Fees and Yield thereon (such non-excluded obligations, collectively, the “Guarantied Guaranteed Obligations”). This Guaranty The guaranty provided hereunder is an absolute, unconditional and continuing irrevocable guaranty of the full and punctual payment and performance of the Guarantied Guaranteed Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Administrative/Collateral Agent, any Agent or the Investors any Lender first attempt to collect any of the Guarantied Guaranteed Obligations from UACC, the Issuer Sellers or the Servicer or resort to any security or other means of obtaining payment of the Guarantied Obligationstheir payment. Should UACC, a Seller or the Issuer Servicer default in the payment or performance of any of the Guarantied Guaranteed Obligations, the obligations with respect to the payment or performance in default of each the Guarantor hereunder shall become immediately due and payable to the Secured Party Administrative/Collateral Agent (on behalf of the Agents and the InvestorsLenders), without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Secured Party or Administrative/Collateral Agent (on behalf of the Investors Agents and the Lenders), acting at the direction of the Required Lenders, on any number of occasions.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Secured Party and the Investors Lender the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any 506(b) of the Federal Bankruptcy Code in a bankruptcy or other obligations under insolvency proceeding of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Borrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party or the Investors Lender first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or any other Person or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of each the Guarantor hereunder shall with respect to such Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Secured Party and the InvestorsLender, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments Guarantor and thereafter payments by the Guarantors Guarantor hereunder may be required by the Secured Party or the Investors Lender on any number of occasionsoccasions and all such payments by the Guarantor hereunder shall be made to the Lender, in the manner and at the place of payment specified therefor in the Note, for the account of the Lender. Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon Guarantor with respect to any amount payable by it hereunder, Guarantor will pay to the Lender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon Guarantor. Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Guarantor hereunder. The obligations of Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each Guarantor The Guarantors hereby jointly and severally, irrevocably and unconditionally guarantees severally guarantee to the Secured Party and the Investors Lender the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any 506(b) of the Federal Bankruptcy Code in a bankruptcy or other obligations under insolvency proceeding of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Borrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party or the Investors Lender first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or any other Person or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the joint and several obligations of each Guarantor the Guarantors hereunder with respect to such Obligations in default shall become immediately due and payable to the Secured Party and the InvestorsLender, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party or the Investors Lender on any number of occasions. All payments by the Guarantors hereunder shall be made to the Lender, in the manner and at the place of payment specified therefor in the Note, for the account of the Lender. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Lender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each Guarantor of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally, irrevocably and unconditionally severally guarantees to the Secured Party Agents and the Investors Banks, the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreementss.ss.502(b) and any 506(b) of the Federal Bankruptcy Code. Each of the Guarantors is accepting joint and several liability hereunder in consideration of the other obligations under the Purchase Agreement, the Note Guarantors accepting joint and other Transaction Documents (collectively, the “Guarantied Obligations”)several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Secured Party Agents or the Investors any Bank first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of each Guarantor the Guarantors hereunder shall with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Secured Party Administrative Agent, for the benefit of the Banks and the InvestorsAgents, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party or the Investors Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss. 8.1.1 hereof, for the account of the Banks and the Agents.

Guaranty of Payment and Performance. Each Guarantor of the Guarantors hereby jointly and severally, irrevocably and unconditionally severally guarantees to the Secured Party Lenders, the Issuing Bank and the Investors Administrative Agent the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to ss.362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreementss.ss.502(b) and any other obligations under 506(b) of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any requirement that any Agent, the Secured Party Issuing Bank or the Investors any Lender first attempt to collect any of the Guarantied Obligations from the Issuer applicable Borrower or resort to any collateral security or other means of obtaining payment payment. Should any of the Guarantied Obligations. Should the Issuer Borrowers default in the payment or performance of any of the Guarantied Obligations, the obligations of each Guarantor the Guarantors hereunder shall with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Secured Party Administrative Agent, for the benefit of the Lenders, the Issuing Bank and the InvestorsAdministrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party or the Investors Administrative Agent on any number of occasions. All payments by any of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in ss.5 hereof, for the account of the Lenders, the IssuinG Bank and the Administrative Agent.

Guaranty of Payment and Performance. Each Guarantor of the Guarantors hereby jointly and severally, irrevocably and unconditionally severally guarantees to the Secured Party Lenders and the Investors Administrative Agent the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any other obligations under 506(b) of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Administrative Agent or the Investors any Lender first attempt to collect any of the Guarantied Obligations from the Issuer Company or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer Company default in the payment or performance of any of the Guarantied Obligations, the obligations of each Guarantor of the Guarantors hereunder shall with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Secured Party Administrative Agent, for the benefit of the Lenders and the InvestorsAdministrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors any Guarantor hereunder may be required by the Secured Party or the Investors Administrative Agent on any number of occasions. All payments by the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantors hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty of Payment and Performance. The Guarantors hereby acknowledge that the Guarantors are members of a group of related corporations, the success of any one of which is dependent in part on the success of the other members of such group, and each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower by the Banks pursuant to the Credit Agreement (which benefits are hereby acknowledged). Each Guarantor of the Guarantors hereby jointly and severally, irrevocably and unconditionally severally guarantees to the Secured Party Banks and the Investors Agent the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to sec.362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreementsecs.502(b) and any other obligations under 506(b) of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Federal Bankruptcy Code. This Guaranty guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Agent or the Investors any Bank first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or any other Guarantor or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of each Guarantor of the Guarantors hereunder shall with respect to such Obligations in default shall, upon demand by the Agent, become immediately due and payable to the Secured Party Agent, for the benefit of the Banks and the InvestorsAgent, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by any of the Guarantors hereunder may be required by the Secured Party or the Investors Agent on any number of occasions. All payments by the Guarantors hereunder shall be made to the Agent, in the manner and at the place of payment specified in this Agreement, for the account of the Banks and the Agent.

Guaranty of Payment and Performance. Each Guarantor hereby (jointly and severallyseverally with all other guarantors, irrevocably and unconditionally if any) guarantees to the Secured Party and the Investors Lender the full and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and the performance, of all liabilities, agreements and other obligations of the Issuer Borrower to the Secured Party Lender of every kind, nature and the Investorsdescription (whether by way of discount, in each caseletters of credit, lease, loan, overdraft or otherwise), whether now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing and including, without limitation, all costs and expenses incurred by Lender in attempting to collect or hereafter arising or acquired enforce any of the foregoing, (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and any other obligations under the Purchase Agreement, the Note and other Transaction Documents (collectively, collectively the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party or the Investors Lender first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or resort to any security or other means of obtaining payment their payment. Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms (as amended from time-to-time) regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the Guarantied Obligationsrights of Lender with respect thereto. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the liabilities and obligations of each Guarantor hereunder shall become immediately due and payable to the Secured Party and the InvestorsLender, without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments Payment and performance by the Guarantors Guarantor hereunder may be required by the Secured Party or the Investors Lender on any number of occasions.

Guaranty of Payment and Performance. Each Guarantor The Guarantors hereby jointly and severally, irrevocably and unconditionally guarantees severally guarantee to the Secured Party and the Investors Purchasers the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any 506(b) of the Federal Bankruptcy Code in a bankruptcy or other obligations under insolvency proceeding of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Borrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Secured Party or the Investors Purchasers first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or any other Person or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the joint and several obligations of each Guarantor the Guarantors hereunder shall with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Secured Party and the InvestorsPurchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party or the Investors Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally, irrevocably and unconditionally severally guarantees to the Secured Party and the Investors Lender the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any 506(b) of the Federal Bankruptcy Code in a bankruptcy or other obligations under insolvency proceeding of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Borrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party or the Investors Lender first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or any other Person or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the joint and several obligations of each the Guarantor hereunder shall with respect to such Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Secured Party and the InvestorsLender, without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Secured Party or the Investors Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Lender, in the manner and at the place of payment specified therefor in the Notes, for the account of the Lender. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Lender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty of Payment and Performance. Each Guarantor of the Guarantors hereby jointly and severally, irrevocably and unconditionally severally guarantees to the Secured Party Lenders and the Investors Administrative Agent the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required pre-payment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code (the Secured Party “Federal Bankruptcy Code”) and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any other obligations under 506(b) of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Administrative Agent or the Investors any Lender first attempt to collect any of the Guarantied Obligations from the Issuer Borrower or resort to any collateral security or other means of obtaining payment of the Guarantied Obligationspayment. Should the Issuer Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of each Guarantor of the Guarantors hereunder shall with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Secured Party Administrative Agent, for the benefit of the Lenders and the InvestorsAdministrative Agent, without demand or notice of any nature, all of which are expressly waived by each of the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party or the Investors Administrative Agent on any number of occasions. All payments by the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantors hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Federal Bankruptcy Code or any comparable provisions of any similar federal or state law.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lenders to make the Loans, each Guarantor hereby reaffirms its guaranties to Agent and the other Secured Parties under the Existing Loan Agreement to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally, irrevocably and unconditionally severally with the other Guarantors guarantees to the Secured Party Agent and the Investors other Secured Parties the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required prepayment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any other obligations under 506(b) of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Federal Bankruptcy Code. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Agent or the Investors any Lender first attempt to collect any of the Guarantied Obligations from the Issuer any Borrower or resort to any collateral security or other means of obtaining payment payment. If an Event of the Guarantied Obligations. Should the Issuer default in the payment or performance of any of the Guarantied ObligationsDefault shall occur, the obligations of each Guarantor hereunder with respect to such Obligations in default shall become immediately due and payable to the Secured Party Agent and the Investorsother Secured Parties, without demand or notice of any nature, all of which are expressly waived by the Guarantorssuch Guarantor. Payments by the Guarantors hereunder may be required by the Secured Party Agent or the Investors any Lender on any number of occasions. Each Guarantor hereby acknowledges and agrees that such Guarantor's liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Obligations under and in respect of this Agreement.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to the Secured Party Administrative/Collateral Agent (on behalf of the Agents and the Investors Lenders) the full payment and punctual payment when due (whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and the performance, of all liabilities, agreements and other obligations of each UACC, the Issuer Seller and the Servicer to the Secured Party Administrative/Collateral Agent, each Agent, and each of the Investors, in each caseLenders under the Transaction Documents, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discountexcluding, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement) and any other obligations under the Purchase Agreementhowever, the Note payment of the Advances and other Transaction Documents Fees and Yield thereon (such non-excluded obligations, collectively, the “Guarantied Guaranteed Obligations”). This Guaranty The guaranty provided hereunder is an absolute, unconditional and continuing irrevocable guaranty of the full and punctual payment and performance of the Guarantied Guaranteed Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Administrative/Collateral Agent, any Agent or the Investors any Lender first attempt to collect any of the Guarantied Guaranteed Obligations from UACC, the Issuer Seller or the Servicer or resort to any security or other means of obtaining payment of the Guarantied Obligationstheir payment. Should UACC, the Issuer Seller or the Servicer default in the payment or performance of any of the Guarantied Guaranteed Obligations, the obligations with respect to the payment or performance in default of each the Guarantor hereunder shall become immediately due and payable to the Secured Party Administrative/Collateral Agent (on behalf of the Agents and the InvestorsLenders), without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Secured Party or Administrative/Collateral Agent (on behalf of the Investors Agents and the Lenders), acting at the direction of the Required Lenders, on any number of occasions.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lenders to make the Loans, each Guarantor hereby reaffirms its guaranties to Agent and the other Secured Parties under the Existing Loan Agreement to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally, irrevocably and unconditionally severally with the other Guarantors guarantees to the Secured Party Agent and the Investors other Secured Parties the full and punctual payment when due (whether at stated maturity, pursuant to a mandatory prepayment requirementby required prepayment, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), and as well as the performance, of all liabilities, agreements and other obligations of the Issuer Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Secured Party Federal Bankruptcy Code and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way operation of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all Obligations (as defined in the Security Agreement§§502(b) and any other obligations under 506(b) of the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”)Federal Bankruptcy Code. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Secured Party Agent or the Investors any Lender first attempt to collect any of the Guarantied Obligations from the Issuer any Borrower or resort to any collateral security or other means of obtaining payment payment. If an Event of the Guarantied Obligations. Should the Issuer default in the payment or performance of any of the Guarantied ObligationsDefault shall occur, the obligations of each Guarantor hereunder with respect to such Obligations in default shall become immediately due and payable to the Secured Party Agent and the Investorsother Secured Parties, without demand or notice of any nature, all of which are expressly waived by the Guarantorssuch Guarantor. Payments by the Guarantors hereunder may be required by the Secured Party Agent or the Investors any Lender on any number of occasions. Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the Obligations under and in respect of this Agreement.