The undersigned absolutely and unconditionally guarantees (this “Guaranty”) to Company (as defined in the Agreement) the performance of all of Client’s (as defined in the Agreement) obligations under the terms of (1) the Receivables Sale and Purchase Agreement (the “Agreement”) to which this Guaranty is attached and (2) each additional RSPA (as defined in the Agreement) Client may enter into with Company from time to time. This Guaranty is an absolute, unconditional, primary and continuing obligation and is a guaranty of performance by Client of all of its obligations under the Agreement and all additional RSPAs.
For the avoidance of doubt, the undersigned and Company agree that Client going bankrupt or out of business, by and of itself, does not constitute a breach of Client’s obligations if Client is unable to continue its business and such cause is neither fraudulent, nor related, directly or indirectly, to an attempt to evade Client’s contractual requirements contemplated under the Agreement or any additional RSPAs. Company assumes the risk that Client’s business may fail or be adversely affected by conditions outside the control of Client, provided that Client has not breached the Agreement or any additional RSPAs.
This Guaranty will remain in full force and effect for the period beginning on the Effective Date (as defined in the Agreement) and ending one year from the time that all obligations of Client under the Agreement and any additional RSPAs have been satisfied in full or Company has earlier terminated this Guaranty. This Guaranty will be construed in accordance with “Governing Law” section of the Agreement and will inure to the benefit of Company, its successors and assigns. To the greatest extent not prohibited by applicable law, the undersigned waives its right to a trial by jury of any claim or cause of action based upon, arising out of or related to this Guaranty, the Agreement, and/or any additional RSPAs, in any legal action or proceeding.