Reaffirmation of Guarantee. The Company hereby reaffirms its guarantee contained in Article IX of the Credit Agreement of the payment when and as due of the Obligations of the Designated Borrowers, and acknowledges and agrees that such guarantee is and shall remain in full force and effect after giving effect to this First Amendment.

Confirmation and Reaffirmation of Subsidiary Guarantee Agreement. Each Subsidiary Guarantor hereby # acknowledges and consents to all of the terms and conditions of this Amendment Agreement and the transactions contemplated hereby, # affirms all of its obligations under the Subsidiary Guarantee Agreement, # acknowledges that such Subsidiary Guarantee Agreement continues in full force and effect in respect of, and to secure, the obligations under the Note Purchase Agreement and the Notes, # agrees that this Amendment Agreement and all documents delivered in connection herewith do not operate to reduce or discharge its obligations under the Note Purchase Agreement or the Subsidiary Guarantee Agreement, and # acknowledges that its obligations under the Subsidiary Guarantee Agreement are not subject to any counterclaim, setoff, deduction or defense.

Continuing Effect; Reaffirmation of Guarantee Agreement. As amended by this Amendment, all terms, covenants and provisions of the Master Repurchase Agreement are ratified and confirmed and shall remain in full force and effect. In addition, all terms, covenants and provisions of the Guarantee Agreement are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment, and each party indemnifying Buyer, and Guarantor hereby consents, acknowledges and agrees to the modifications set forth in this Amendment. By its execution hereof, Guarantor hereby reaffirms its obligations under the Guarantee Agreement.

Continuing Effect; Reaffirmation of Guarantee Agreement. As amended by this Amendment and the Second Amendment of Fee Letter, all terms, covenants and provisions of the Master Repurchase Agreement and Fee Letter are ratified and confirmed and shall remain in full force and effect. In addition, all terms, covenants and provisions of the Guarantee Agreement are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment, and each party indemnifying Buyer, and Guarantor hereby consents, acknowledges and agrees to the modifications set forth in this Amendment. By its execution hereof, Guarantor hereby reaffirms its obligations under the Guarantee Agreement.

Subsidiary Guarantee. (a) Subject to the provisions of Section 2(b), each Subsidiary Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Lenders and the Issuing Lender and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

Confirmation and Reaffirmation of Note Purchase Agreement. This Second Amendment is intended to be and shall be construed in connection with and as part of the Note Purchase Agreement and, except as modified and expressly amended and/or waived herein, all terms, conditions and covenants contained in the Note Purchase Agreement and Notes are hereby ratified and shall be and remain in full force and effect.

Reaffirmation of Guarantee. The Company hereby reaffirms its guarantee contained in Article IX of the Credit Agreement of the payment when and as due of the Obligations of the Designated Borrowers, and acknowledges and agrees that such guarantee is and shall remain in full force and effect after giving effect to this Extension Agreement.

Continuing Effect; Reaffirmation of Guarantee Agreement. As amended by this Amendment, all terms, covenants and provisions of the Master Repurchase are ratified and confirmed and shall remain in full force and effect. In addition, all terms, covenants and provisions of the Guarantee Agreement are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment, and each party indemnifying Buyer, and Guarantor hereby consents, acknowledges and agrees to the modifications set forth in this Amendment. By its execution hereof, Guarantor hereby reaffirms its obligations under the Guarantee Agreement.

Confirmation and Reaffirmation of Subsidiary Guarantee Agreement. Each Subsidiary Guarantor hereby # acknowledges and consents to all of the terms and conditions of this Second Amendment and the transactions contemplated hereby, # affirms all of its obligations under the Subsidiary Guarantee Agreement, # acknowledges that such Subsidiary Guarantee Agreement continues in full force and effect in respect of, and to secure, the obligations under the Note Purchase Agreement and the Notes, # agrees that the reference in the Subsidiary Guarantee Agreement (and the form of joinder thereto) to the Note Purchase Agreement providing for the issuance of Shelf Notes in an aggregate principal amount of up to $50,000,000 shall be deemed to refer to the issuance of Shelf Notes in an aggregate principal amount of up to $300,000,000 and any Shelf Notes issued under the Note Purchase Agreement (including the Series C Notes and the Series D Notes) shall constitute “Notes” under, and as defined in, the Subsidiary Guarantee Agreement, # agrees that this Second Amendment and all documents delivered in connection herewith do not operate to reduce or discharge its obligations under the Note Purchase Agreement or the Subsidiary Guarantee Agreement, and # acknowledges that its obligations under the Subsidiary Guarantee Agreement are not subject to any counterclaim, setoff, deduction or defense.

Continuing Effect; Reaffirmation of Guarantee Agreement. As amended by this Amendment, all terms, covenants and provisions of the Master Repurchase Agreement are ratified and confirmed and shall remain in full force and effect. In addition, all terms, covenants and provisions of the Guarantee Agreement are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment, and each party indemnifying Buyer, and Guarantor hereby consents, acknowledges and agrees to the modifications set forth in this Amendment. By its joinder below, Guarantor hereby reaffirms its obligations under the Guarantee Agreement in their entirety.