Validity Agreement

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Guaranty

The undersigned provides an absolute, unconditional, primary, and continuing guaranty of Client's performance under:

1. The Receivables Sale and Purchase Agreement ("Agreement")
2. Any additional RSPAs entered into over time

Bankruptcy Clause

Client going bankrupt or out of business alone does not constitute a breach, provided the failure is neither fraudulent nor an attempt to evade contractual obligations. Company assumes the risk of business failure from causes outside Client's control.

Duration

The guaranty remains in force from the Effective Date until one year after all Client obligations are fully satisfied, or upon earlier termination by Company.

Governing Law & Jury Waiver

Construed per the Agreement's "Governing Law" section. To the extent permitted by 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."